Raising Capital with Reg A

As a response to the 2008 nationwide housing market crisis, congress passed the “Jumpstart Our Business Startup Act”  (JOBS Act) on April 5, 2012. Regulation A existed prior to the JOBS Act it was primarily focused on a small businesses and often went unused because of the $5 million offering limit.Updated Regulation A, sometimes called Reg A+ allowed more flexibility and higher raises in capital.

Regulation A  (Reg A) is an exemption from registration requirements instituted by the Security Act of 1933. Companies utilizing exemption are given certain advantages over companies that must fully register. This allows qualifying companies to raise capital from the public without taking an excessive cost and legal requirements needed for a traditional IPO.

Originally the offering was exempt under Reg A if the securities sold in year value 5 million or less, the issuer files offering statement with the SEC, the issuer must give buyers documentation similar to the prospectus of registered offering. Also the issuer must register the offerings in the state in which they plan to sell  securities to satisfy Blue sky laws.

Updates to Regulation A in 2015 allow companies to generate income under two different tiers. Under Tier 1, a company can raise maximum of $20 million in one year period. The company that issues an offering must file offering circular with the SEC but they are not obliged to produce reports continually, just the report on the final status of the offering. Under Tier 2 companies can raise up to $50 million in a one year period. Besides offering circular companies under this tier must produce continual reports on the offering.

Regulation A can be understood as a middle ground between private capital raise options like Reg D and public options like IPO.

Regulation A VS Regulation D

The biggest advantage of Regulation D is that it doesn’t have a limit on the offering size compared to Reg A where you are limited to $20 million or $50 million as a maximum depending on the tier. Eligible issuers for Reg D can be both SEC-registered companies and private companies, U.S. and foreign while Reg A allows only Canadian and U.S. no SEC-registered companies. The main advantage of Regulation A is that it can be marketed anywhere and to all investors whereas Regulation D has a limit set on 35 non-accredited investors and has limited marketing to known investors.

Regulation A VS Regulation CF (Crowdfunding)

Regulation A is often mistaken for Crowdfunding because it applies to all investors. Regulation CF has a significantly lower offering size of $1 million so Reg CF is often utilized by companies in early development stages. It also requires offering to be listed on a registered funding portal while the acceptance rate is often very low, sometimes around 1% of all applicants. There is no such requirements for Reg A.

Regulation A VS IPO

Even though Reg A is an exemption from registration requirements like Reg D and Reg CF, Regulation A has more in common with IPO and it is often called a “mini IPO”. They are both open to all investors and securities offered can be traded and resold. advantages of Reg A is that it is more cost-effective and more marketing-friendly. The registration statement, known as 1A is similar to but simpler than S1 registration statement that is traditionally used for IPO. it requires just two years of audited financials and the general level of disclosure is more streamlined. Preparation of 1A registration statement, attorneys and accountants costs and SEC review time are reduced. Also, marketing of Reg A permits the use of a variety of media. SEC allows general solicitation and the goal is to find potential investors regardless if they have brokerage accounts with syndicate firms or not. To sum it up Reg A is saving time and money.

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