In May 2015, we discussed the Securities and Exchange Commission’s (SEC) amendments to Regulation A promulgated under the Securities Act of 1933, as amended (the Securities Act), informally referred to as Regulation A+ (see “Amendments to Regulation A: Expanding Access to Capital,” The Legal Intelligencer, May 5, 2015). The amendments established two tiers of exempt offerings and expanded the exemption from registration under Regulation A to cover larger offerings of up to $50 million during a 12-month period. The Regulation A+ amendments were part of the Jumpstart Our Business Startups Act in 2012 (Jobs Act), a bill that eased capital raising for public and private companies.

At the time of adoption, Regulation A was not available to companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). However, as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act, which was signed into law on May 24, 2018, new amendments, adopted by the SEC on Dec. 19, 2018, and effective immediately upon publication in the Federal Register, permit reporting companies to rely on the Regulation A exemption for offers and sales of securities. Importantly, the amendments also provide that compliance with the Exchange Act reporting requirements will be deemed to have met the reporting requirements of Regulation A.

Amendments to Regulation A Eligibility