Rules proposed by the SEC would build upon the Regulation A exemption with the intention of increasing smaller companies’ access to capital.
The proposed rules would implement part of the Jumpstart Our Business Startups (JOBS) Act of 2012, P.L. 112-106, by making the Regulation A exemption more useful to small companies seeking capital. Regulation A currently allows unregistered public securities offerings of up to $5 million in a 12-month period, including up to $1.5 million offered by security holders of the company.
Available at tinyurl.com/o8fjt4h, the proposed rules would create two tiers of Regulation A offerings: Tier 1 would consist of offerings currently covered by Regulation A; and Tier 2 would consist of securities offerings of up to $50 million in a 12-month period, including up to $15 million offered by security holders of the company.
Companies engaging in offerings of $5 million or less could elect whether to proceed under Tier 1 or Tier 2. Tier 1 and Tier 2 offerings would be subject to basic requirements—including eligibility and disclosure rules—drawn from the existing Regulation A provisions. Tier 2 offerings would be subject to additional requirements.
The SEC will accept public comment on the proposal for 60 days after it is published in the Federal Register.