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REGULATION A+ (REG A+)

Regulation A+ (Reg A+) is an alternative to a traditional IPO, which makes it easier for smaller, early stage companies to access capital.

Looking to encourage small-business growth, in 2012 Congress passed the Jumpstart Our Business (JOBS) Act, a law intended to support small- business growth and employment by lowering regulatory hurdles for companies trying to go public and allowing firms to have more private shareholders.

In 2015, Title IV of the JOBS Act went into effect, allowing companies to raise money and offer shares to the general public and not just accredited investors.

Through Reg A+, a U.S. or Canadian company is afforded the opportunity to:
  • Raise up to $50 million in a 12-month period using a “public solicitation” of its shares and have the offering be exempt from SEC and state securities law registration.
  • Confidentially submit its offering memorandum to the SEC and enjoy the opportunity to “test the waters” before pursuing a mini-IPO.
  • Enjoy a streamlined, expedited review process where the company is required to make its offering memorandum public just 21 days before SEC qualification and the beginning of its roadshow.
  • Combine public funding (through Reg A+) with private funds from venture capitalists to create a larger round of fundraising.

HOW TO PREPARE FOR A REG A+ FILING

A company looking to pursue a Reg A+ filing will need to:
  • Assemble a team of professionals for IPO preparation. At minimum, that team will include: company counsel, independent auditors and consulting accountants, underwriters, underwriters’ counsel, transfer agent, and other advisors and service providers for certain aspects of the IPO process.
  • Submit an offering memorandum to the SEC for approval for distribution to offering participants. Non-accredited investors may participate in a Reg A+ offering.
  • Raise a sufficient amount and take other actions that allow the company to meet all listing requirements. In many cases, companies will qualify for listing even if the amount raised is less than the $50 million maximum offering size permitted under Reg A+.
  • Comply with the rules applicable to listed companies, including filing annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC.
 

Benefits of a NYSE REG A+ listing

  • Our global platform has raised $375.7 billion in IPO proceeds over the past decade, offering the deepest pool of liquidity to companies large and small, looking to access capital funding.
  • Our unique market model combines leading technology with human judgment, to deliver the best market quality and less volatility.
  • NYSE Issuer Services includes a comprehensive package of investor relations tools and resources.
  • Our industry and sector expertise, coupled with an unparalleled network of NYSE-listed companies.

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