Quick help on how the new SEC Reg A+ compares with “traditional” registrations

The new SEC regulations for Reg A, now commonly referred to as Reg A+, take effect on June 19, 2015. As a starting guide, below is a comparison table that will be helpful in deciphering all the new EDGAR form types which are related to Regulation A+.

Briefly, Reg A+ is a regulation that exempts companies offering securities from registering under the Securities Act and becoming subject to Exchange Act reporting – similar to Form D.

In the past, Reg A was only available for selling up to $5 million of securities per 12-month period. Additionally, the securities offered were still subject to review and qualification by the states’ Blue Sky laws. There were other restrictions as well, which over the years made using Form D a much more popular option than Regulation A. Also, Ye Olde Regulation A documents were only filed in paper, which is why many companies avoided it.

Aplus-sec

Reg A has now evolved into Reg A+… allowing for offerings up to $50 million per 12-month period. The new Reg A+ has two tiers with different advantages/disadvantages.

  • Tier 1 allows up to $20 million in securities per 12 months. Tier 1 is still subject to Blue Sky laws, but does not have ongoing reporting requirements nor does it require audited financial statements.
  • Tier 2 allows for up to $50 million in securities per 12-month period. This tier is exempt from state review/qualification but does require ongoing periodic reporting and audited financial statements.

The table below compares a company offering under new Regulation A+ with a company registration on Form S-1. This is simplified… as Reg A+ can be complex ie: REITs and Canadian companies may offer securities under the new Reg A+ as well.

Description Form Type for
Reg A+ Offering
Form Type for “Traditional”
Registration
Non-public Draft Offering/Registration Statement DOS DRS
Amendment to Draft Offering/Registration Statement DOS/A DRS/A
Correspondence for Draft offering/Registration Statement DOSLTR DRSLTR
Public Offering/Registration Statement 1-A S-1
Pre-effective amendment to Public Offering/Registration Statement 1-A/A S-1/A
Post-effective amendment 1-A POS POS AM
Offering/Registration Withdrawal 1-A-W RW
Offering/Registration Withdrawal – amendment 1-A-W/A [not applicable]
Preliminary or Final Offering Statement/Prospectus 253G1, 253G2, 253G3, 253G4 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
Current report 1-U 8-K
Current report amendment 1-U/A 8-K/A
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) 1-SA 10-Q
Quarterly report (for registered companies) / Semiannual (for Reg A+ companies) amendment 1-SA/A 10-Q/A
Annual report 1-K 10-K
Annual report amendment 1-K/A 10-K/A
Exit Report (for Reg A+) / Deregistration (for registered companies) 1-Z 15-12B/15-12G/15-15D
Exit Report (for Reg A+) / Deregistration (for registered companies) – amendment 1-Z/A 15-12B/A/15-12G/A/15-15D/A
Withdrawal of Exit Report (for Reg A+ only) 1-Z-W [not applicable]
Withdrawal of Exit Report (for Reg A+ only) – amendment 1-Z-W/A [not applicable]

Reach out to your uber-friendly Vintage Account Manager for more help.

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