I’m attorney Laura Anthony founding partner
of Legal & Compliance, a full service corporate,
securities, and business transactions law
firm.
Today is the continuation in a LawCast series
talking about Regulation A. Regulation A limits
securities that may be issued under the rule
to equity securities, including common and
preferred stock and options and warrants and
other rights convertible into equity securities,
and debt securities and debt securities convertible
or exchangeable into equity securities, including
guarantees.
If convertible securities or warrants are
offered, they may be exchanged or exercised
within one year of the offering statement
qualification, or at the option of the issuer,
the underlying securities must also be qualified
and the value of such securities must be included
in the aggregate offering value.
Accordingly, the underlying securities will
be included in determining the offering limits
of $20 million and $50 million, respectively.
Asset-backed securities are not allowed to
be offered in a Regulation A offering.
REIT’s and other real estate-backed entities
may use Regulation A and provide information
similar to that required by a Form S-11 registration
statement.
Continuous or delayed offerings, which are
a form of a shelf offering, will be allowed
if they commence within two days of the offering
statement qualification date; are made on
a continuous basis; will continue for a period
of an excess of thirty days following the
offering statement qualification date, and
at the time of qualification are reasonably
expected to be completed within two years
of the qualification date.
Issuers that are current in their Tier 2 reporting
requirements may make continuous or delayed
offerings for up to three years following
qualification of the offering statement.
Moreover, in the event of a new qualification,
statement or in an event, or a new qualification
statement is filed with a new Regulation A
offering, unsold securities from a prior qualification
may be included in the new offering, thus
carrying those unsold securities forward for
an additional three-year period.
Continuous or delayed offerings are available
for all securities qualified in the offering,
including securities underlying convertible
securities, securities offered by an affiliate
or other selling security holder, and securities
pledged as collateral.
In the next LawCast in this series, I will
talk about Testing the Waters, and general
solicitation and advertising in Regulation
A offerings.
I am securities attorney Laura Anthony, founding
partner of Legal & Compliance, and producer
of LawCast.
Should you have any questions about today’s
topic, please visit SecuritiesLawBlog.com
and LawCast.com, or contact me directly.
Inquiries of a technical nature are always
encouraged.
