InvestorsHub Logo
Followers 33
Posts 931
Boards Moderated 0
Alias Born 03/21/2013

Re: Obi-Wan Kenobi post# 23732

Wednesday, 05/21/2014 10:29:15 AM

Wednesday, May 21, 2014 10:29:15 AM

Post# of 58278
This is the first thing I read about Reg A offerings, dont get me wrong I bought a little position today, but pretty crazy how similar it is. I do believe after the 1.5 million dollars is sold into the public then the stock will raise with proven revs..


mpose state notice filing requirements and collect state fees.

Regulation A

Regulation A is an exemption for public offerings not exceeding $5 million in any 12-month period. If you choose to rely on this exemption, your company must file an offering statement with the SEC on Form 1-A, consisting of a notification, offering circular, and exhibits. The SEC staff will review this offering statement.

Felons and other "bad actors" are disqualified from Regulation A. An issuer seeking reliance on Regulation A is required to determine whether the issuer or any of its covered persons has had a disqualifying event. The list of covered persons and disqualifying events appear in Rule 262 of Regulation A. An issuer that is disqualified from these rules may still qualify to apply for a waiver of disqualification. See "Process for Requesting Waivers of 'Bad Actor' Disqualification Under Rule 262 of Regulation A and Rules 505 and 506 of Regulation D" for a description of the waiver process.

Regulation A offerings share many characteristics with registered offerings. For example, purchasers must be provided with an offering circular similar to a prospectus. Just as in registered offerings, the securities can be offered publicly, using general solicitation and advertising, and purchasers do not receive “restricted securities,” as explained below under the heading “Resales of restricted securities.” The principal differences between Regulation A offerings and registered public offerings are:

financial statements for a Regulation A offering are simpler and do not need to be audited unless audited financial statements are otherwise available;

Regulation A issuers do not incur either Exchange Act reporting obligations after the offering or Sarbanes-Oxley Act obligations applicable only to SEC reporting companies, unless the company meets the thresholds that trigger Exchange Act registration;

companies may choose among three formats to prepare the Regulation A offering circular, one of which is a simplified question-and-answer document; and

companies may "test the waters" to determine market interest in their securities before going through the expense of filing with the SEC.
SEC reporting companies are not eligible to use Regulation A. All other types of companies may use Regulation A, except development stage companies without a specified business (for example, “blank check companies”) and investment companies registered or required to be registered under the Investment Company Act of 1940. In most cases, shareholders may use Regulation A to resell up to $1.5 million of securities.

The "test the waters" provisions of Regulation A allow companies to publish or deliver a written document to prospective purchasers or make scripted radio or television broadcasts to determine whether there is an interest in their contemplated securities offering before filing an offering statement with the SEC. This gives companies the opportunity of being able to determine whether enough market interest in their securities exists before they incur the full range of legal, accounting, and other costs associated with filing an offering statement with the SEC. Companies may not, however, solicit or accept money for securities offered under Regulation A until the SEC staff completes its review of the filed offering statement and the company delivers offering materials to investors.



But that is the reason a start up company goes public to begin with, sell shares for start up money, or why else be public. Just have to wave through the weeds. I dont think there will be any more dillution after those shares.