The SEC recently issued proposed rules to implement the so-called Regulation A+ offering exemption under the JOBS Act. The proposals would significantly expand and modernize current Regulation A in many ways, including by permitting unregistered public offerings of up to $50 million in any 12-month period, provided the issuer meets certain important eligibility, disclosure and other requirements. Under the proposals, a new offering exemption is created for so-called "Tier 2" offerings from $5 million and up to $50 million in any 12-month period, which would be pre-empted from state blue sky laws but require the issuer to comply with annual, bi-annual and current reporting requirements among other rules.
In this white paper, we outline the SEC's proposed rules and examine how the proposed "new and improved" Regulation A might provide a bridge between from Regulation A offerings to SEC-registered public offerings by companies that would qualify as smaller reporting companies.
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