Solomon Partners with Colleges & Universities to Bring SIE Exam Prep to Students

Oregon Business Monthly highlights Solomon’s work bringing SIE exam prep to college students through our many partnerships with higher education institutions across the country. Continue reading

Solomon Exam Prep is ‘the ticket’ into the securities industry, according to Oregon Business Magazine

Read the story about Solomon Exam Prep published in the July/August 2021 issue of Oregon Business Magazine: “Securities industry exams: Passing offers high rewards.

Oregon Business Monthly highlights Solomon’s work bringing SIE exam prep to college students through our many partnerships with higher education institutions across the country. If you’d like to read more about the importance of passing the SIE and Solomon’s role in helping students enter the securities industry, view the article by clicking the link below or hit the download button to get a pdf version.

Read Oregon Business Monthly Article Online

PDF Download of Oregon Business Monthly‘s Article

Leading from the Start

Solomon Exam Prep has been a leader in SIE exam prep since the beginning. When the Securities Industry Essentials (SIE) exam was launched by FINRA on October 1, 2018, Solomon Exam Prep was prepared – Solomon had been busy developing its SIE study materials and had released the SIE Study Guide and Exam Simulator in September 2017. Since then, Solomon has continuously worked to develop industry-leading study support for the SIE, adding the Video Lecture, Audiobook, and Flashcards to its suite of materials, as well as offering monthly SIE live web classes.

Resources for Colleges and Universities Available

Developed by professors with real world experience in the classroom, Solomon’s SIE course features individualized student and instructor support, and high pass rates.

Institutions such as the University of Delaware, Adelphi University, University of Nebraska-Omaha, Seton Hall University, Ohio Dominican University, Georgetown University, Widener University, and University of Dallas have already discovered the benefits of partnering with Solomon.

“Offering the Securities Industries Essential (SIE) Exam Prep Class is a game changer. Students are more engaged and are excited about the potential for future employment opportunities that successfully passing the SIE exam will provide.”
Larry L. Day
Instructor of Finance, Jackson State University

Solomon can tailor its SIE curriculum to fit any course. Most colleges and universities choose to incorporate Solomon in the following ways:

Credit Course
Solomon provides all necessary materials required to offer a course for a quarter, trimester or semester

Non-Credit Course
Complete lesson plans offered as a mini-course between terms and structured for allotted time

As Part of a Current Course
Lesson plans offered as a sub-section of an existing class, such as a Finance or Capital Markets Course

Student Self-Study Program
Includes customized informational materials for a specific program and a dedicated partner page where students sign up to receive a significant discount on SIE materials

Solomon Exam Prep has helped tens of thousands of students and financial professionals pass their securities licensing exams, including the SIE, Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82, and 99.

How to Calculate Gains and Losses on Exercised Options

Options are a common topic on the Series 6, Series 7, Series 65, Series 66, and SIE exams. Read our guide to calculating gains and losses on exercised options. Continue reading

Options are a topic that many taking the Series 6, Series 7, Series 65, Series 66, and SIE exams have to deal with. One of the biggest problems that students have with options questions occurs when they are asked to calculate gains and losses on exercised options. As long as you understand a few basic points, these types of questions can be a breeze and definitely nothing to lose sleep over.  

First of all, let’s remind ourselves of what an option is.  An option is a contract between two parties that gives the buyer of the contract the right to buy or sell an underlying asset to the other party in the future for a specific price. The specific price is called the “exercise” or “strike” price.  The seller of the option, on the other hand, is obligated to buy or sell, at the strike price. The option to buy is a “call” option, the option to sell is a “put” option.   

To calculate gains and losses on exercised options, you first need to understand what is happening as a result of an options transaction.  When an option is exercised, that means its holder chooses to either buy or sell the underlying security at the strike price. With an exercised call option, the holder purchases shares of the underlying security from the options seller; with an exercised put option, the holder sells shares of the underlying security to the options seller. The sale in each case occurs at the option’s strike price.

Buying – Exercised Call Option

When a call options holder exercises her option by purchasing the underlying shares, she must add the cost of those shares to the premium she paid to obtain the option in the first place. This sum represents the option holder’s total money spent as a result of her options transaction. If the option holder then elects to sell the underlying securities she’s just purchased at their current market price, the money she receives from the sale will be money she takes in. To calculate her gain or loss, subtract the money she paid out from the money she took in. It’s as simple as that. 

So, if, for instance, Marie paid $200 in premiums to purchase a call option with a strike price of $20 and then exercised the option by purchasing 100 shares of the underlying stock, the money she spent as a result of her options transaction will be $2,200 ($200 premium paid + $2,000 purchase price for underlying securities). If she then sells those 100 shares at the market price of $25, she will receive $2,500 in sales proceeds. Subtracting the money she spent from the amount she received will result in a $300 gain ($2,500 sale proceeds – $2,000 purchase price – $200 premium paid = $300 gain.)

Buying – Exercised Put Option

In order for a put options holder to exercise his option, he must have 100 shares of the underlying security to sell to the options seller. That means he needs to go out in the market and purchase shares at their market price. The money he pays for those securities plus the premium he paid to purchase his put option in the first place represents money spent as a result of his options transaction. The options holder will then sell those 100 shares to the options seller at the strike price. When he does this, he receives the sale proceeds. Subtracting the money spent on the put from the sale proceeds will result in the put investor’s gain or loss.   

So, if, for instance, Pierre paid $300 in premiums to purchase a put option with a strike price of $30 and then purchases 100 shares of the underlying stock when its market price drops to $25, he will have spent $2,800 as a result of his options transaction ($300 premium + $2,500 purchase price for underlying shares). He will then sell those 100 shares to the options seller at their strike price of $30 and take in $3,000 from his sale. Thus, Pierre will make a total of $200 on his options transaction ($3,000 sale proceeds - $300 premium – $2,500 purchase price = $200 gain). 

Selling an Option

Now let’s look at gains or losses from the perspective of an options seller. Remember that when someone sells an option, he receives the premium from the options buyer. If the option expires unexercised, the seller gets to keep his entire premium received, which represents his maximum potential gain. If the option is exercised, he will either be required to sell shares of the underlying security to the option holder in the case of a call option or buy shares from the option holder in the case of a put option. Each of an exercised call or an exercised put option transaction is made at the option’s strike price.

Selling – Exercised Call Option

When a call option is exercised, the option seller must obtain 100 shares of the underlying stock to sell to the options holder. To do so, he will have to purchase the shares at their current market price, which will be higher than the option’s strike price. He will then sell them to the option holder at the strike price. The money he takes in from the sale is added to the premiums he received when shorting the option, and this totals the money he takes in as part of his options transaction. The money he paid to obtain the underlying securities is the money he pays out. Subtracting the money he pays out from the money he takes in results in his overall gain or loss.

For example, let’s say Michael sells a call option with a strike price of $50 and receives premiums totaling $500. If the option is exercised, and Mike purchases the underlying shares at $55, he will have paid out $5,500 as a result of his options transaction. At the same time, he will have received $5,500 ($500 premium + $5,000 strike price). Thus, Mike will break even on this transaction; money taken in will be equal to money paid out.

Buying – Exercised Put Option

When a put option is exercised, the option seller must purchase 100 shares of the underlying security from the options holder at the strike price. This represents money the options seller pays out. The options holder has already received the premium when she sold the option, and after purchasing the 100 shares, she can sell them for their current market price. The combination of the seller’s sale proceeds and the premium received represents money taken in. Subtracting money paid out from money taken in will result in the investor’s gain or loss. 

Let’s say Maribel shorts a put option and receives premiums totaling $400. The option has a strike price of $40, and the option holder exercises it when the underlying stock is trading at $35. This means Maribel is obligated to pay $4,000 total for the 100 underlying shares. This is money she pays out. She has already taken in $400, and if she chooses to sell the underlying stock at its current market price, she will take in an additional $3,500 in sales proceeds. This means she will receive a total of $3,900 from his options transaction ($3,500 sale proceeds + $400 premium) and paid out a total of $4,000. As a result, she has lost $100 on his options transaction ($3,900 money in – $4,000 money out = -$100).

As long as you understand what is occurring when an option is exercised, calculating gains and losses is as simple as comparing the money the investor takes in to the money she pays out. Calculating gains and losses on exercised options requires an understanding of the transaction and some simple math. Follow the guidance above and you will be able to correctly answer this type of question on your securities licensing exam.

For more helpful securities exam-related content, study tips, and industry updates, join the Solomon email list. Just click the button below:

What Are QIBs and Accredited Investors? What’s the Difference?

If you’re studying for securities licensing exams, such as the SIE or the Series 7, then you should understand the terms “accredited investor” and “QIB.” Continue reading

If you’ve been studying for the Series 7, 6, 14, 22, 24, 65, 79, or 82, or the Securities Industry Essentials (SIE), then you’ve had to learn about Regulation D private placements and Rule 144A sales. Regulation D private placements are securities offerings that are exempt from the normal SEC registration process and in many cases are sold only to “accredited investors” or limit the involvement of investors who are not accredited. Rule 144A sales are sales of unregistered securities to large institutional investors known as “qualified institutional buyers” or QIBs for short. 
 
You may have wondered about the difference between accredited investors and QIBs. On the surface, these may seem similar. Each refers to a category of investor with resources and/or knowledge above and beyond the average retail investor. So why not just have one standard for buyers under both Rule 144A and Regulation D? After all, the purpose of both Regulation D and Rule 144A is the same: to allow wealthier and more sophisticated investors easier access to investments that may be too risky for the average investor.  
 
To begin to answer this question, we have to start with the fact that wealth and sophistication fall on a spectrum. Investors aren’t neatly divided between small retail investors and huge financial institutions that move millions around without blinking an eye. 

Accredited Investors

You could think of accredited investors as a middle ground between these two extremes. Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement. There are many ways to qualify as an accredited investor but they all have one thing in common, which is that the SEC believes they indicate an ability to take on risks that regulators believe are unsuitable for most retail investors.

Accredited investors are investors whose financial status or investment knowledge may give them a greater ability to handle the risks inherent in a private placement.

All of the following are considered accredited investors:
  • Banks, broker-dealers, investment advisers, insurance companies, and investment companies
  • Corporations, trusts, partnerships, and LLCs with more than $5 million in assets
  • Most employee benefit plans with more than $5 million in assets
  • The issuer’s directors, executive officers, and general partners
  • If the issuer is a privately owned fund, (such as a hedge fund), a knowledgeable employee of the fund, which means an employee with at least 12 months’ experience working on the fund’s investment activities
  • Individuals with income of $200,000 in each of the last two years, or $300,000 in combination with a spouse or spousal equivalent such as a domestic partner
  • Individuals with a net worth more than $1 million, alone or with a spouse or spousal equivalent, not including primary residence
  • Individuals who hold any of these three designations in good standing:
    • Licensed General Securities Representative (Series 7)
    • Licensed Investment Adviser Representative (Series 65)
    • Licensed Private Securities Offerings Representative (Series 82)
  • Any firm where all owners are accredited investors (e.g., venture capital firms)
  • Any other entity with more than $5 million in investments that was not formed specifically to qualify as an accredited investor; the purpose of this category is to include entities that don’t neatly fit into any of the above categories, such as:
    • Native American tribes
    • Labor unions
    • Government bodies, including those of foreign governments
    • Investment funds created by government bodies
    • New types of business entities that may be introduced by new laws

An accredited investor that is not an individual—such as a business, governmental, or nonprofit entity—is sometimes called an institutional accredited investor (IAI).

Qualified Institutional Buyers

QIBs are a narrower group of large institutional investors. A QIB is a large institutional investor that owns at least $100 million worth of securities, not counting securities issued by its affiliates. For registered broker-dealers, the threshold is lower, just $10 million. A bank must also have a net worth of at least $25 million in order to be considered a QIB. 
 
If a firm has discretionary authority to invest securities owned by a QIB, those securities count toward whether the firm itself is considered a QIB. So if a broker-dealer has $9 million worth of securities in its own accounts, and holds $1 million worth of securities in a discretionary account belonging to a QIB, then the broker-dealer is itself a QIB.  

Common examples of QIBs include broker-dealers, insurance companies, investment companies, pension plans, and banks. However, any corporation, partnership, or LLC could qualify as a QIB. So can an IAI that owns at least $100 million in securities. Individuals can never be QIBs, regardless of their assets or financial sophistication.

Individuals can never be QIBs, regardless of their assets or financial sophistication.

Rule 144A allows QIBs to buy unregistered securities at any time, and freely trade these shares to other QIBs. In effect, QIBs can trade unregistered shares among themselves with almost the same ease as trading registered shares. Selling unregistered securities to anyone other than a QIB commonly requires a the seller to hold the securities for a period of up to 12 months. 

A QIB will virtually always meet the criteria to be an accredited investor, whereas an accredited investor may fall well short of QIB status.

Over time, other securities laws and regulations have made use of these two well-known categories. For example, in 2019 the SEC gave issuers more flexibility to test the waters with potential investors before deciding whether to go through with a public offering. When deciding which investors were sophisticated enough to receive test-the-waters communications, the SEC limited these communications to QIBs and institutional accredited investors. Additionally, references to institutional accredited investors have become more common, such as when the SEC revamped its rules around integration of offerings in March 2021.  
 
Know your QIBs from your accredited investors and be ready to pass your securities exam with Solomon Exam Prep.


For more helpful securities exam-related content, study tips, and industry updates, join the Solomon email list. Just click the button below:

Solomon Exam Prep Offers Powerful New AI Feature: Remediation Reporting

Learn about the Solomon Remediation Report, a new analytical feature designed to help students pass their securities licensing exams the first time. Continue reading

Solomon Exam Prep is delighted to announce an advanced analytical feature called a Remediation Report. The Solomon system analyzes a student’s five most recent practice exams and determines whether a student is ready to take his or her exam. If Solomon AI determines that a student is not ready to sit for their exam, then it creates an individual report with personalized guidance on how to remediate and prepare to pass. This custom Remediation Report is sent to the Solomon student’s email inbox.

The Solomon Remediation Report is connected to the Solomon Pass Probability tool, the industry-leading measure of a security exam prep student’s readiness to pass an exam. Solomon Pass Probability is based on thousands of student data points. Once a Solomon student has taken at least five practice exams, the Solomon Pass Probability feature is activated, and the Pass Probability metric is available in the student’s dashboard. The Solomon Remediation Report provides an additional level of customized study support by helping students focus their efforts and remediate before they sit for their exam.

Solomon Pass Probability and Remediation Reports are currently available for the following exams: SIE, Series 6, Series 7, Series 63, Series 65, Series 66, Series 79, and Series 82.

To learn about all the features of the Solomon Exam Prep learning system, watch the video overview.

Curious about the Solomon Learning System? Watch the video overview!

Watch the latest Solomon Exam Prep video for a complete look at the Solomon learning system and what it offers students and firms. Continue reading

Solomon Exam Prep has helped thousands of financial professionals pass their FINRA, NASAA, MSRB, and NFA licensing exams. Watch the video for a complete look at the Solomon learning system and what it offers students and firms.

To explore Solomon Exam Prep study materials for 21 different securities licensing exams, including the SIE and the Series 3, 6, 7, 14, 22, 24, 26, 27, 28, 50, 51, 52, 53, 54, 63, 65, 66, 79, 82, and 99, visit the Solomon website.

Solomon Exam Prep SIE Practice Exam Now Available!

Meet the newest addition to Solomon Exam Prep’s lineup of free Sample Quizzes: the SIE Sample Exam! Visit the Solomon website to try it out. Continue reading

Meet the newest addition to Solomon Exam Prep’s lineup of free Sample Quizzes: the SIE Sample Exam! Like all Solomon Sample Quizzes, the SIE Sample Exam features questions from our industry-leading Online Exam Simulator. Questions are written by Solomon content experts, who are experienced in both investment education and the process of adult learning. 

But unlike other Solomon Sample Quizzes, the SIE Sample Exam is a FULL exam – it contains 75 questions, just like the real FINRA SIE exam – giving you an even better idea of what the actual exam is like. You will encounter easy, medium, and difficult questions so that you can more easily gauge your current knowledge of SIE content. 

All Solomon Sample Quizzes and Exams also provide instant feedback for each answer, with a full rationale to help you understand the WHY behind the what. Plus, you get a report at the end detailing your results and giving you the opportunity to review all the questions. 

Visit the Solomon website here to try out the SIE Sample Exam and explore free samples of quizzes for 21 different exams.

Broker-Dealer vs. Investment Adviser: What’s the Difference?

Do your customers know the difference between an IA and BD? Do you know the importance of this distinction and how it may affect your registration status? Continue reading

Do your customers know the difference between an investment adviser and broker-dealer? Do you know the importance of this distinction and how it may affect your registration status? 

Investment Adviser or Broker-Dealer at work.

For many retail customers, the difference between an investment adviser (IA) and a broker-dealer (BD) may not seem important. A customer may have received an investment recommendation from a BD, or owned securities through an IA account. However, which kind of firm you work for is important for knowing which services you may provide, how you may provide them, and which qualification exams you must pass.

Investment Advisers

Investment advisers are usually firms, though they can be an individual operating as a sole proprietor, whose primary business is providing investment advice, and who are paid for the advice itself. Investment adviser representatives (IARs) are individuals who work for IAs and advise the IA’s clients on the IA’s behalf. IAs and IARs are not “stockbrokers” and cannot directly buy or sell securities for their customers. While many have IA accounts through which they own stocks, mutual funds, and other securities, in fact these are accounts an IA opens on the customer’s behalf with a BD. 

Broker-Dealers

Broker-dealers are usually firms, though they can be an individual operating as a sole proprietor, that execute securities transactions for customers. An individual who is employed by a BD to handle customer accounts is called an “agent of a broker-dealer” on some exams, or a “registered representative” (RR) on others. BDs can offer investment advice incidental to their work with customers but cannot be compensated for the advice itself. If a BD acts as an intermediary between a buyer and a seller, then the BD can charge a commission on the trade. If a BDs buys or sells from its own inventory, then the BD makes money by charging a markup on securities that they sell and taking a markdown on securities that they buy.

So, if you’re an IAR, you… 
  • …can provide advice
  • …can be paid for that advice
  • …cannot execute trades
  • …cannot charge commissions or markups on your customer’s trades
If you’re a BD agent (also known as a registered representative), you…
  • …can provide advice
  • …cannot be paid for that advice
  • …can execute trades
  • …can charge commissions or markups on your customer’s trades

Testing and Licensing

Finally, many firms, especially larger ones, maintain both IA and BD registrations. When working for these “dual registrants,” you may be asked to qualify as an IAR, BD agent, or both, depending on your role.

In fact, an increase in dual registrations is one of the note-worthy trends Solomon discusses in our recent white paper, “Optimizing On-Boarding in 2021: 7 Key Trends for the Securities Industry,” available for download from this blog post

To become an agent of a broker-dealer (registered representative), you must pass the Securities Industry Essentials (SIE), and a “top-off” exam such as the Series 6 or Series 7, and for state registration usually the Series 63. To become an IAR, you must pass either the Series 65, or, if you work for a dually registered firm, the SIE, the Series 7, and the Series 66.

March Study Question of the Month

This month’s study question from the Solomon Online Exam Simulator question database is now available. Continue reading

This month’s study question from the Solomon Online Exam Simulator question database is now available.

***Comment below or submit your answer to info@solomonexamprep.com to be entered to win a $20 Starbucks gift card.***

This question is relevant to the Series 14, 79, 82, and SIE exams.

Question:

A research analyst who works for an underwriter that participated in an IPO may not publicly discuss or write a research report about the company until __________________.

Answer Choices:

A. 30 days after the registration is filed 

B. 20 days after the securities are issued

C. 10 days after the date of the IPO

D. 30 days after the date of the IPO

Correct Answer: C – 10 days after the date of the IPO

Explanation: A research analyst who works for an underwriter of an IPO must not discuss or write a research report about the company for 10 days after the IPO.  This 10-day period of silence is called a ‘quiet period.’ There is no quiet period for EGCs (emerging growth companies). 


To explore free samples of Solomon Exam Prep’s industry-leading online exam simulators for the SIE, Series 14, Series 79, Series 82, and many more exams, visit the Solomon website here.

How I Passed the SIE Exam

Read our interview with Dominic Mamrega, a finance major at High Point University, who passed the SIE exam with Solomon’s self-study program. Continue reading

Dominic Mamrega, a senior at High Point University, passed the FINRA Securities Industry Essentials exam!

Dominic Mamrega is a finance major at High Point University in High Point, North Carolina. Dominic studied for the Securities Industry Essentials (SIE) exam in a self-study program using Solomon Exam Prep SIE materials. We interviewed Dominic after he passed the exam.

Solomon Exam Prep: Why did you decide to study finance and what is your dream job?

Dominic: I decided to study finance because growing up as a triplet my parents taught me the value of a dollar and how to properly save your money. It wasn’t easy for my parents, they had to buy three of everything. My father is great with numbers and taught me how to properly manage my money. My dream job has always been as a financial advisor/planner. There are many people who need financial help and I wanted to make a change.

Solomon Exam Prep: Why did you decide to take the SIE exam?

Dominic: I decided to take my SIE for two reasons. The first reason was I wanted to have an edge when applying to jobs and get ahead of the pack. The other reason I decided to take the SIE was I have a good friend who recently graduated HPU who is also in the field of finance and told me to get the ball rolling in order to land a job when I graduate in May 2021.

Solomon Exam Prep: Where do you work now and how did you get there?

Dominic: My current job is on campus working in the IT department which isn’t that exciting, and I got there by applying to every job on campus and waiting to hear back from one. My upcoming job when I graduate will be with Allied Wealth Partners as a Financial Advisor. I got there by looking at LinkedIn daily for job postings and applying to every single one. I went through the interview process with a few firms and had a great connection with Allied.

Solomon Exam Prep: How has the SIE helped you in your current job?

Dominic: The SIE has helped me land my current job because it showed Allied that I am eager and want to go in the field as fast as I can.

“Yes, I would recommend the Solomon SIE course to other students because you are still able to handle the studying time while staying on top of your classwork.”

Solomon Exam Prep: How did you find Solomon Exam Prep? 

Dominic: I chose Solomon when Professor James mentioned it to me in class one day. After I investigated it and when HPU had a discount code it was a no-brainer.

Solomon Exam Prep: What do you like about Solomon Exam Prep?

Dominic: There are many things I like about Solomon. The first one being the app that is for the phone and knowing I can study anywhere and anytime with ease. Throughout the day I will just take a quiz or read up on something. I like how the material is broken down with simple day-to-day tasks that do not overwhelm me. The ability to ask the professor and the quick response times you have. Finally, I enjoy the exam breakdowns and telling me where I should study more.

Solomon Exam Prep: What did you like about the Solomon Exam Prep SIE products?

Dominic: I enjoyed the website and how easy it is to navigate and go back to sections that I was struggling with. I enjoy the highlight feature that saves to a doc that I can print out and study from.

Solomon Exam Prep: Would you recommend the Solomon SIE course to other students? If yes, why?

Dominic: Yes, I would recommend the Solomon SIE course to other students because you are still able to handle the studying time while staying on top of your classwork.

Solomon Exam Prep: What other exams do you plan to take with Solomon?

Dominic: I am currently studying for Series 7 with Solomon and I will be taking that exam in late March. After that, I will be taking Series 66 with Solomon, and if all goes to plan that will be on June 1st.


For more information about Solomon Exam Prep’s compelling SIE program and the advantages for your students, contact Beth Hamilton at Beth@SolomonExamPrep.com or call 503-601-0212.

You can also learn more on the Solomon website Colleges page.

SEC Announces Major Revisions to Registration Exemptions Aimed at “Harmonizing” Regulation A Offerings, Regulation D Private Placements, and Crowdfunding

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” Continue reading

On November 2, the SEC announced a collection of rule changes meant to, in the announcement’s words, “harmonize, simplify, and improve” its “overly complex exempt offering framework.” The changes affect Regulation A, which governs small public offerings; Regulation D, which governs private placements; and Regulation CF, which governs crowdfunding. This system of exemptions allows various small offerings to avoid the normal registration process required by the Securities Act.  
 
The rule changes should provide a clearer choice as to which exemption is most appropriate to an issuer, based on how much the issuer needs to raise and other factors.
 
The changes also seek to clarify how issuers can avoid “integration” of exempt offerings. Integration is the risk that exempt offerings will be considered a single offering by the SEC, because the offerings are too similar.
 
Highlights of the changes include:
 
  • If two exempt offerings are conducted more than 30 days apart, they are almost always protected from integration.
  • An issuer can “test the waters” with potential investors before deciding which exemption it will use for an offering. Test-the-waters communications solicit interest in a potential offering before the issuer has filed anything with the SEC. Previously, an issuer could only test the waters after deciding that its potential offering would take place under Regulation A.
  • Caps on the amount that may be raised through these exemptions have been increased:
    • Crowdfunding: from $1.07 million to $5 million
    • Regulation A, Tier 2: from $50 million to $75 million 
    • Regulation D, Rule 504: from $5 million to $10 million
  • Make “bad actor” exclusions more consistent across different exemptions.
The rule changes will take effect early next year. Until the changes take effect, securities exam questions will continue to be based on the old rules. FINRA Exams affected by these rule changes include the SIE, Series 6, Series 7, Series 14, Series 22, Series 24, Series 65, Series 66, Series 79, and Series 82.