where the final offering circular or the
offering statement of which such final
offering circular is part, may be obtained
on EDGAR and contact information
sufficient to notify a purchaser where a
request for a final offering circular can be
sent and received in response.
Regulation A+ permits delayed or
continuous offerings if the securities:
(1) relate to secondary sales by or on
behalf of persons other than the issuer;
(2) relate to a reinvestment plan or
employee benefit plan; (3) are issued
upon the exercise of outstanding options,
warrants or rights, or upon conversion
of other outstanding securities; (4) are
pledged as collateral, or (5) are part of
an offering which commences within
two days after the qualification date, will
be offered on a continuous basis, may
continue to be offered for 30 days from
initial qualification, and will be offered
in an amount that, at the time the offering
statement is qualified, is reasonably
expected to be offered and sold within
two years from the original qualification
date.
circular. At the market offerings are
not permitted.
All documents filed or provided to
the SEC must be filed with the SEC
electronically on EDGAR.
an exit report within 30 calendar days
after the termination or completion of the
offering. Other than the exit report, issuers
using Tier 1, have no periodic reporting
obligations.
Issuers in a Tier 2 offering must file:
(1) annual reports on Form 1-K; (2) semi-
annual reports on Form 1-SA; (3) current
event reports on Form 1-U;
or 1-SA.
Issuers in Tier 1 offerings must register
or qualify their offering in each state in
which they seek to offer or sell securities
pursuant to Regulation A+ under the
coordinated state review program offered
by the North American Securities
Administrators Association (NASAA)
at www.nasaa.org.
required to register or qualify their
offerings with state securities regulators.
Tier 2 offerings remain subject to state
law enforcement and antifraud authority,
and may be subject to filing fees and
be required to file any materials that
the issuer has filed with the SEC in the
states in which they intend to offer or
sell securities.
Securities sold under Regulation A+
are not "restricted securities" under the
Securities Act and are not subject to
the Securities Act limitations on resale
that apply to securities sold in private
offerings, however, resales of securities
issued in a Regulation A+ offering must
be registered, or offered or sold pursuant
to exemption from registration with state
securities regulators.
available at http://www.sec.gov/divisions/corpfin/
guidance/securitiesactrules-interps.htm#182.01.
business primarily involves managing operations that are
located outside those countries is considered to have its
principal place of business located in the United States
or Canada if its officers, partners, or managers primarily
direct, control and coordinate the issuer's activities from
the United States or Canada. See SEC, Compliance and
Disclosure Interpretations, supra note 13, at Question
182.03.
communications.
8 The annual income and net worth of natural persons is
C.F.R. §230.501.
qualified pursuant to Tier 2 of Regulation A+ one year
or more after the qualification of an offering for which
investment limitations previously applied, purchasers
of the underlying securities for which investment
limitations would apply at that later date may determine
compliance with the ten percent (10%) investment
limitation using the conversion, exercise, or exchange
price to acquire the underlying securities at that later
time without aggregating such price with the price of the
overlying warrants or convertible securities. See 17 C.F.R.
§230.251, note to paragraph (d)(2)(i)(C).
11 17 C.F.R. §230.251(f).
12 17 C.F.R. §230.257(b)(4).
13 See SEC, Compliance and Disclosure Interpretations,