Replies to post #4195 on Xeriant Inc (XERI)

[Smartypants2]

J45, I admit, it may seem counter-intuitive, but we've all seen how the shorts will take any opportunity to beat up a stock that grows as fast as XERI. By restricting the ability of holders of Reg A+ shares to sell soon after an offering closes, an issuer could potentially limit the downside effect on the price of existing common stock. I have no idea if anyone has ever tried this strategy, since Reg A+ has not been available as a fundraising tool to reporting companies for very long. But it could work.

[Mask]

Sorry if this is redundant, lots of stuff on here today.

As a shareholder wanting XERI to grow, the REG A offering doesn't bother me. They need working capital. From their statements, there is a LOT going on and they will be providing news in the upcoming weeks. So far, XERI has held true on all that they have posted. THAT IS KEY.

The MMs have beat the stock in the dirt and apparently want to continue the beat down with no other apparent reason than pure greed or other internal market affairs that could possibly be borderline illegal (speculation only). Where is your working capital if your stock is getting pummeled? If offered the opportunity, I would certainly want to pursue purchase of the offering. I anxiously await the news about it.

From the SEC:

If I want to invest, what do I need to know?
All investors must be provided with, or given information to access, an offering circular. You should review the offering circular before making your investment decision. The offering circular will contain important information such as information about the offering and the securities offered, risks of the investment, use of proceeds, any selling shareholders, the company’s business, management, performance, plans and financial statements. There may be additional materials that you receive in addition to the offering circular.

Selling shareholders. The offering may include shares held by existing shareholders. You may be purchasing resale shares and the proceeds from these resale shares will not be used to fund the company’s development and plans. The offering circular will disclose whether any shares are being offered by an existing shareholder.
Regulation A allows companies to raise money under two different tiers. It is very important for you to know which tier the offering is being conducted under. Companies are required to indicate the tier under which the offering is being conducted on the cover of the offering circular.

Tier 1
Under Tier 1, a company can raise up to $20 million in any 12-month period. For Tier 1 offerings, the offering circular must be filed with, and is generally subject to review and qualification by, the staff at the SEC as well as by the securities regulator in the states where the offering is being conducted. The financial statements disclosed in a Tier 1 offering do not have to be audited.

Qualification. For both tiers under Regulation A, a company can only accept payment for the sale of its securities once its offering materials have been qualified by the staff at the SEC. Additionally, companies that are conducting a Tier 1 offering must generally have their offering materials qualified by state securities regulators in the states in which the company plans to sell its securities.

It is therefore important to know whether an offering has been qualified. Investors, however, should understand that the SEC’s qualification of an offering statement does not mean that the SEC has assessed or approved the accuracy of the offering statement or the merits of the securities offered.

Be aware that fraudsters have in the past characterized certain SEC filings and actions, such as qualifications, as formal approvals in order to mislead investors.

Tier 2
Under Tier 2, a company can offer up to $50 million in any 12-month period. For Tier 2 offerings, the offering circular is subject to review and qualification by the staff at the SEC, but is not subject to review by state securities regulators. Financial statements disclosed in a Tier 2 offering must be audited by an independent accountant.

If not already listed, securities offered under Tier 2 may be listed on a national exchange to the extent that the company applies for listing and meets the listing requirements for that particular exchange. The company would then be required to comply with the more extensive ongoing reporting requirements of public companies.

Am I limited in whether and how much I can invest?
There are no limitations on whether you can invest, or how much you can invest, if you are investing in an offering relying on Tier 1.

If, however, you are offered an opportunity to invest:

in a Tier 2 offering; and
you are not an accredited investor; and
the securities are not going to be listed on a national securities exchange upon qualification;
there are some investment limitations of which you should be aware. In such circumstances, individual investors are limited in how much they can invest to no more than 10% of the greater of the person’s, alone or together with a spouse, annual income or net worth (excluding the value of the person’s primary residence and any loans secured by the residence (up to the value of the residence)).

How do I stay informed about my investment?
Companies must disclose information with the SEC using EDGAR but the type and frequency of this information may differ from the information that you may be familiar with when investing in companies listed on a stock exchange, for example.

Companies relying on Tier 1 do not have ongoing reporting obligations other than a final report on the status of the offering. Companies relying on Tier 2 do have ongoing reporting obligations. Following are descriptions of the Regulation A disclosure forms: