Series 82: Public Offerings Exempt From Registration: Regulation A Small Business Offerings

Public Offerings Exempt from Registration: Regulation A Small Business Offerings

As long as a business does not seek to raise more than $50 million in equity over a one-year period, the business can raise money under the Regulation A exemption from SEC registration. Regulation A exemptions are open to non-reporting U.S. and Canadian issuers that have a legitimate business plan. Regulation A is not open to investment companies or disqualified issuers. (You will sometimes hear people in the securities industry refer to Regulation A as “Regulation A+.” This is not a separate regulation. It is a nickname given after Regulation A received a major revision several years ago that allowed far more issuers to take advantage of it.)

The regulation provides businesses with a choice of two tiers of offerings. Tier 1 would allow a business to raise up to $20 million in a 12-month period, while Tier 2 would allow a business to raise up to $50 million in a 12-month period. Businesses that choose Tier 2 would have to meet additional requ