“Testing the waters” (TTW) communications let an issuer conducting an IPO, and anyone acting on its behalf, such as its underwriters, gauge institutional investor interest in a potential registered securities offering before (or after) filing a registration statement. SEC Rule 163B provides an exemption that permits these “test-the-waters communications” whe…
Read MoreOnce you publicly file your Form 1-A offering statement, the solicitation materials must be followed by a current preliminary offering circular or include a declaration that notifies potential investors where and how the most current preliminary offering circular may be found. This condition can be satisfied by adding the URL where the preliminary offering c…
Read MoreIssuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the offering statement is filed, subject to compliance with SEC rules on filing and disclaimers. Using Regulation A+, issuers can advertise the offering opportunity to solicit interests before spending hundreds of…
Read MoreOn February 19, 2019, the SEC posted a new proposed rule intended to make it possible for all issuers to “test the waters” when contemplating a public offering of securities. Until now, only issuers considered emerging growth companies (EGCs) under the JOBS Act of 2012 qualified to solicit investor interest prior to a registered public […]
Read MoreIssuers utilizing Regulation A+ are permitted to test the waters with all potential investors and use solicitation materials both before and after the offering statement is filed, subject to issuer compliance with the rules on filing and disclaimers. Using Regulation A+, you can advertise everywhere you want, including all over social media in places where…
Read MoreA free writing prospectus, commonly called an FWP, is a written offering communication used in a registered securities offering that is not the statutory prospectus. In an IPO, and in many other registered transactions, the statutory prospectus is the prospectus that is part of the registration statement, including a Form S-1 registration statement. T…
Read MoreGOING PUBLIC Going public opens access to capital, liquidity, and market visibility. Companies typically achieve public company status through one of five primary pathways: Initial Public Offerings (IPOs), Direct Public Offerings (DPOs), Form S-1 registrations, Regulation A offerings, and reverse mergers or SPAC transactions. Hamilton & Associates Law Gr…
Read MoreIn 2023 and 2024, Florida lawmakers overhauled Chapter 517, the Florida Securities and Investor Protection Act, ushering in a new era for businesses and investors. Effective October 1, 2024, these changes make it easier for Florida companies to raise capital locally while strengthening protections against fraud. The reforms cover three key areas: Modernized…
Read MoreTier 1 of Regulation A provides an exemption for securities offerings of up to $20 million in a 12-month period, while Tier 2 provides an exemption for securities offerings of up to $75 million in a 12-month period.
Read MoreRegulation A Form 1-A requires line item disclosures that are subject to SEC review. Form 1-A information can be presented in two formats, each with unique requirements.
Read MoreSECTION 4(A)6 OF THE SECURITIES ACT Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act” is also known as Regulation CF. These rules have made it easier for companies to raise money from a wider range of investors than ever before. Traditional crowdfunding models may or may not involve the offer […]
Read MoreOffering integration can become a problem for some issuers conducting Regulation A+ (also known as Reg A) offerings. The Reg A offering integration rules prevent companies from improperly avoiding SEC registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be ava…
Read More1. Overview of the Regulation A+ Exemption On March 25, 2015, the Securities and Exchange Commission (the “SEC”) created Regulation A+ by adopting final rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by expanding Regulation A into two tiers. Regulation A+ has had a notable impact on companies going public. […]
Read MoreRegulation A offers an alternative to the traditional methods of filing a Registration Statement on Form S-1 or Form F-1 to raise capital and go public, while preserving some of the key benefits of those traditional registered offerings. Regulation A's benefits:
Read MoreThe Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s registration statement requirements by dividing a single securities offering into multiple securities offerings to take advantage of exemptions that would not be available for the combined offerings. Regulation A+ contains integration safe harbor provisions. U…
Read MoreBenefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred to as Regulation A+. The amendment allows companies that are subject to SEC reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Ex…
Read MoreFor more information about going public and Regulation A, securities law or our other services please contact Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956 or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends…
Read MoreGoing public is frequently used as a stepping stone by companies seeking to raise capital.
Read MoreOverview of the Regulation A Exemption The Regulation A offering exemption provides investors with more investment choices and issuers with more capital raising options during their going public transactions. Regulation A is mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act. The Regulation A exemption provides for two distinct offering…
Read MoreOverview of the Regulation A+ Exemption On March 25, 2015, The Securities and Exchange Commission (the “SEC”) adopted final rules to implement Section 401 of The Jumpstart Our Business Startups (JOBS) Act by expanding Regulation A into two tiers. These changes have had a notable impact on companies raising capital and going public particularly companies [&he…
Read MorePosted by Brenda Hamilton, Securities Attorney Regulation A also known as Regulation A+ provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction. One key benefit of Regulation A+ is tha…
Read MoreThe Regulation A offering integration rules prevent companies from improperly avoiding registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering. Regulation A also known as Regulation A contains integration safe harbor provisi…
Read MoreThe SEC radically changed Regulation A for smaller companies desiring to raise money by going public. This seismic shift is called Regulation A+. In this blog post, we will explain how new Regulation A+ can work for you, making it easier to raise money and significantly lowering costs of going and staying public.
Read MoreOn June 19, 2015, Regulation A+ became effective. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which allow securities to be offered and sold to the general public. Tier 1 offerings allow the issuer to offer and sell up to $20 million in […]
Read MoreSEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective. The expanded rules are commonly known as Regulation A+. The new rules which were promulgated under the Jumpstart Our Business Startups Act (JOBS Act), create two Tiers of exempt offerings, both of which [&hell…
Read MoreThere are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public. These are the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”). These laws are complex and govern the registration statement process and disc…
Read MoreA private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies raising capital in going public transactions often do so by selling their securities prior to filing an […]
Read MoreSecurities Law Blog A private company seeking to go public can obtain a stock ticker or trading symbol assignment from the Financial Industry Regulatory Authority (“FINRA”) if it meets certain requirements. This enables the company to be quoted on OTCMarkets OTC Pink Sheets. Many private companies that decide to go public are opting for the Pink […]
Read MoreSecurities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was intended to help smaller and emerging growth companies raise capital in the U.S. markets. The JOBS Act amends, and adds new sections to, the Securities Act of 1933 (the “1933 Act”) and the Securities Exchange Act of 1934 [&h…
Read MoreGoing public doesn’t just change how you raise capital; it changes how you talk. From the moment a company seriously starts down the IPO path, almost every public statement becomes potential “securities offering” fodder. Get it wrong, and you can end up with delayed effectiveness, rescission risk, embarrassing prospectus disclosure, or an underwriter suddenl…
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