Mark Roderick is

spearheading Flaster/
Greenberg's Crowdfunding
Practice. He speaks and writes
regularly on Crowdfunding.

A Regulation A+ Primer
Regulation A has labored in obscurity for more than 50 years, an unsightly and
forgotten understudy to glamorous headliners like Rule 506. All that changed March
26, 2015, when Regulation A, draped in finery and even given a new name boasting
its excellence, stepped into the spotlight, cameras clicking and flashbulbs popping.
In the Regulation A+ Primer, I hope to provide practical
guidance on the new star of the Crowdfunding universe.

Table of Contents
Why It Matters

Who Can Use Regulation A+

Why Use Regulation A+

Why Not Use Regulation A+

Alternatives to Regulation A+

Eligible Securities

The Right Structure for a Regulation A+ Offering

Tier 1 and Tier 2

Offering Limits

State Preemption

The Approval Process - Estimate of Cost and Time

Testing the Waters

Financial Statements

Ongoing Reporting

10

Limits on Investment

10

Combining Regulation A+ With Other Offerings

11

Raising Money After Regulation A+

11

Sales by Title II Portals

12

Resales of Securities

12

Number of Investors

12

Sales By Owners

13

Links

13

Giving Credit Where Credit is Due

13

Expanding on his in-depth

knowledge of capital-raising
and securities law, Mark
represents many portals and
other players in the
Crowdfunding field, spending
much of his day helping
entrepreneurs build an
entirely new industry from
the ground up. Mark also
maintains a widely-read
Crowdfunding blog at
crowdfundattny.com.
In addition to Flaster/
Greenberg's Crowdfunding
Practice, Mark is also a
member of the firms Mergers
and Acquisitions, Business
and Corporate, and Taxation
Practice Groups. He
represents entrepreneurs and
their businesses across a wide
range of industries, including
technology, real estate and
healthcare. Mark holds a
Masters degree in
mathematics as well as a J.D.
from the University of
Virginia.
You can reach Mark at
856.661.2265 or
mark.roderick@
flastergreenberg.com.

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Why It Matters
Regulation A+ allows issuers to raise up to $50
million per year from both accredited and nonaccredited investors at a reasonable cost, using the
Internet. Thats a big deal!

By opening the door to tens of millions of additional

potential investors, Regulation A+ also promises to
transform the entire Crowdfunding ecosystem in ways
that none of us can predict.

Who Can Use Regulation A+

Anyone can use Regulation A+ to raise money
except:
Foreign issuers (other than Canadians, who look
and talk like Americans, except for a slight
accent)
U.S. or Canadian issuers whose principal offices
are not in the U.S. or Canada
EXAMPLE: The owner of NewCo, a Delaware
corporation in the investment advisory
business, has grown tired of New York winters
and moves the offices of the corporation to
the south of Spain. NewCo can no longer use
Regulation A+ to raise money, although that
doesnt bother the owner.
Investment companies, as defined in the
Investment Company Act of 1940
EXAMPLE: Following the model often used in
Title II Crowdfunding, the sponsor of HiTech,
LLC, an operating company, forms InvestCo,
LLC to raise money. InvestCos only asset is
stock in HiTech. If InvestCo has more than 100
shareholders (with obscure exceptions) its an
investment company and cant use Regulation
A+ (and might even need to register under the
40 Act!).

EXAMPLE: Suppose InvestCo in the example above

has only 85 shareholders. It still cant use
Regulation A+, because the exemption under the
Investment Company Act is not available to issuers
who have engaged in a public offering.
Reporting (public) companies
EXAMPLE: Company X was a reporting company,
but has voluntarily and legally de-registered and is
no longer required to report under section 13 or 15
(d) of the Exchange Act. Company X may use
Regulation A+.
A development stage company that has no specific
business plan or purpose, or has indicated that its
business plan is to merge with or acquire an
unidentified company or companies
EXAMPLE: Sponsor Smith wants to raise $50 million
to invest in real estate in Toronto. No problem.
Thats not a development stage company that has
no specific business plan.
A company issuing fractional undivided interests in oil
or gas rights, or a similar interest in other mineral
rights
Companies disqualified under the bad actor rules

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Why Use Regulation A+

As a company, you should consider Regulation A+ if
you want to raise money from non-accredited
investors.
There are two reasons for raising money from nonaccredited investors. One reason is that nonaccredited investors have money, just like regular
people. The other reason is less tangible, but
sometimes even more important.
If you are a developer building a project in an urban
neighborhood, for example, there are several
benefits to including neighbors among your
investors, even if their money contributions are
relatively modest:
They support your project through the approval
process
They provide valuable information about the kind
of project you should build

They patronize the commercial establishments in

your project
They provide a built-in support system, allowing
you to command higher rents
The same kinds of benefits are available to a biotech
company raising money from anyone touched by
diabetes, where potential investors might provide
valuable feedback about the science and the
potential market.
In both cases, the ability to reach non-accredited
investors creates a symbiotic relationship between
the entrepreneur and her investors where the real
magic of Crowdfunding kicks in.
As the owner of a company, you should consider
Regulation A+ if you want to raise money for the
company and at the same time sell some of your
own shares.

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Why Not Use Regulation A+

Cost:
A Regulation A+ offering will cost a lot more than a Title II offering. Apples to apples, the cost difference could be:

To Conduct Offering

Annual Reporting Cost

$75,000*

$20,000*

$5,000 - $10,000

$0

Regulation A+
Title II
*Depends on cost of financial audit

Time:
We can kick off a Title II offering in a week. At least initially, a Regulation A+ offering could take six months.

Confidentiality:
Regulation A+ requires highly granular disclosures,
very similar to a public offering, and the filings are
public. An issuer with a confidential business idea
might not like the idea of sharing her idea with the
whole world.
A few reasons not to worry too much about
confidentiality, however:
A business idea that is patented is protected, even
if everyone knows about it

Not everything has to be disclosed. If youve invented

a new soft drink, the formula remains secret
Entrepreneurs typically over-estimate the value of
their idea. Its normally not the idea that creates all
the value, its the execution of the idea
EXAMPLE: Howard Schultz, the founder of
Starbucks, had an incredibly novel idea that made
him a billionaire: selling coffee.

Paternalistic Regulatory Scheme:

A Regulation A+ offering has more in common with a
public offering than with a private offering. An
entrepreneur or developer used to raising money
privately, or through Title II Crowdfunding, could feel
as if hes stepped into an interrogation room with
bright lights.
EXAMPLE: Real estate developers typically earn
fees from the projects they sponsor - acquisition
fees, management fees, brokerage fees, and so

forth. In a Regulation A+ offering, expect the

SEC to comment on and possibly reduce or
prohibit some of these fees.
EXAMPLE: In most Title II offerings, the
governing documents limit the liability of the
sponsor to some degree, even going so far as to
eliminate the sponsors fiduciary obligations
altogether. The SEC might look unfavorably on
those kinds of limitations.
EXAMPLE: Crowdfunding Portal X creates a fund to
invest in biotech companies. If Portal X raises
money using Regulation A+, the SEC will want lots
of detail about how investment decisions will be
made.

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Alternatives to Regulation A+
If you dont need non-accredited investors, dont
use Regulation A+. Use Title II Crowdfunding
instead.
If you need non-accredited investors and live in a
state with intrastate Crowdfunding, think about
that.

If you need non-accredited investors and dont

live in a state with intrastate Crowdfunding, or
cant satisfy the rules of your states rules, but
can limit your offering to one or two states, think
about Tier 1 before going to Tier 2.

Eligible Securities
You can sell just about any kind of security using
Regulation A+. Under Regulation A+ you can sell
equity securities, debt securities, and debt
securities convertible into equity securities. You
can sell securities of corporations and securities of
limited liability companies and limited
partnerships.
But you cant use Regulation A+ to sell an assetbacked security, meaning a security primarily
serviced by the cash flows of a discrete pool of

receivables or other financial assets.

EXAMPLE: You cant securitize credit card
debt using Regulation A+.
EXAMPLE: You plan to sell borrowerdependent notes using Regulation A+. Thats
okay, because each borrower-dependent
note is backed by a single underlying
obligation, not by a pool of assets.
EXAMPLE A REIT can use Regulation A+.

The Right Structure for a Regulation A+ Offering

An issuer selling securities under Regulation A+ will
admit investors directly into its own cap table, with
no intermediaries.

as an investment company subject to the

regulatory headaches associated with the
Investment Company Act of 1940.

In Title II, we often form a separate company to

hold Crowdfunding investors:

The good news is that admitting investors to the

issuers cap table really isnt such a bad thing.
Almost anything we could accomplish using a
SPV we can also accomplish by issuing a special
class of stock to Regulation A+ investors.

EXAMPLE: HiTech, LLC, an operating company,

wants to raise $1 million from accredited
investors using Title II Crowdfunding. Rather
than admit investors to its own cap table,
HiTech forms InvestCo, LLC, a special purpose
vehicle. Investors buy interests in InvestCo, and
InvestCo holds a special class of stock of HiTech.
That way, HiTech admits only one investor
(InvestCo) to its own cap table.
That strategy has worked, by and large, in Title II
Crowdfunding. But it wont work with Regulation A+
- or not as easily - because InvestCo will be treated

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Tier 1 and Tier 2

Within Regulation A+ there are two kinds of
offerings: Tier 1 offerings and Tier 2 offerings.
Different rules apply to each Tier.
Tier 1 is mainly the old Regulation A, but with the
offering limit increased from $5 million to $20
million. All the new stuff - specifically the state
preemption - is in Tier 2.

Tier 1 doesnt require audited financial statements

Tier 1 doesnt limit the amount that can be invested
by a non-accredited investor (neither Tier 1 nor Tier 2
limits that amount that can be invested by an
accredited investor)
Tier 1 doesnt require ongoing reporting

An issuer raising $20 million or less can elect

whether to use Tier 1 or Tier 2. Although most
issuers will choose Tier 2 because of the state
preemption, an issuer raising money in only one or
two states might choose Tier 1 because:

Offering Limits
An issuer can raise $20 million under Tier 1, $50
million under Tier 2.
The offering limits are per issuer.
EXAMPLE: Issuer X raises $30 million for
Project A. Within the same 12 month period,
Issuer X can raise only $20 million for Project B.
The offering limits apply to 12 month periods.
EXAMPLE: Issuer X raises $30 million for
Project A. Twelve months later, Issuer X can
raise another $50 million for Project A, or for
Project B.
The offering limits apply only to money raised using
Regulation A+ (Tier 1 or Tier 2).
EXAMPLE: Issuer X raises $30 million for
Project A using Tier 2 of Regulation A+.
Tapping the overseas market, Issuer X can
simultaneously raise $40 million from China for
Project A using Regulation S.
The normal integration rules apply to money
raised by affiliates of the issuer.
EXAMPLE: Issuer X uses Regulation A+ to raise
$30 million for Project A, a commercial
development in Chicago. Within the same 12
months, Issuer Y, an affiliate of Issuer X

developing a dating app for dog lovers, can raise

$50 million using Regulation A+. When a second
affiliate, Issuer Z, tries to raise $30 million within
the same 12 month period to add a residential
component to Project A, theyre going to need to
speak with a lawyer.
Given that issuers are pushing the upper limit of
investor demand at $2 million in Title II Crowdfunding, I
dont expect the $50 million cap to matter much
initially. The SEC is required to review the limits every
two years anyway, the first time in April 2016. If and
when the $50 million cap starts to matter, the SEC can
adjust it.

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State Preemption
Apart from the new offering limits - $20 million
under Tier 1 and $50 million under Tier 2 - the most
important thing about Regulation A+ is that Tier 2
offerings are not subject to state registration and
merit review.
EXAMPLE: Issuer X, based in Illinois, wants to
raise money from non-accredited investors in
the Midwest and also in Texas, California, and
New York. Under old Regulation A (and
continuing in Tier 1), Issuer X was required to
register with, and get the approval of, not just
the SEC, but every state where it raises money.
Under Tier 2 of Regulation A+, Issuer X is
required only to register with and get the
approval of the SEC.
State preemption is even more important than the
offering limits. If issuers had to register with every
state, as they did under old Regulation A, you could
raise the offering limits to $100 million and it
wouldnt do much good.
State preemption means that an issuer is not
required to register with and obtain the approval
of state securities regulators. However, state
regulators retain the authority to:
Investigate and prosecute securities fraud
Require issuers to file any documents filed with
the SEC
Require issuers to consent to service of process
and pay filing fees
NASAA, the National Association of Securities
Administrators Association, absolutely hates state
preemption. Their furious opposition is what
delayed adoption of the final Regulation A+ rules,
and they will likely file a lawsuit within the next
several weeks alleging that the regulations are
invalid because the SEC overstepped its bounds.
Should that lawsuit be successful, state preemption
would be back to square one.

Heres another twist. The NASAA recently launched

a multi-state coordinated review program for
Regulation A offerings. If that program works in
practice the way it is supposed to work in theory
allowing an issuer to register with multiple states by
filing just one package, with a quick turnaround time
it could make state preemption moot, thereby
potentially making Tier 1 more attractive than Tier 2
(because of the lower cost) for most issuers.
That assumes, of course, that the states will be
satisfied with the disclosure requirements of Tier 1.
If states require audited financial statements for Tier
1 filers, for example, which is certainly their
prerogative, it could flip the switch the other way.

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The Approval Process - Estimate of Cost and Time

To sell securities under Regulation A+, the issuer
must file a thick offering document with the SEC,
starting with Form 1-A and adding other relevant
information. But you dont just file and start selling.
The filing must first be approved or qualified to
use the technical term by the SEC. You file the
thick document, the SEC reviews it and very likely
has questions and comments, then you revise it,
then the SEC might have more questions and
comments, and so forth. You cant start selling until
that process is complete and the SEC signs off.
There are two $50,000 questions:
How long will the process take, start to finish?
How much will it cost?
If you were starting a Regulation A+ offering today,
you could complete the package by the time the
regulations come into effect 60 days from now. Or
more exactly, you could complete everything but
the financial statements. The financial statements
might take 60 days or they might take a lot longer,
depending on whether they have to be audited and
the size and financial complexity of the company.
So thats one significant variable.
The other is how long the SEC will take to review
the package. A few years from now, when the
Republican Congress has provided money to hire

more staff and things are running smoothly, you might

get through the review process in as little as six weeks.
In 2015, with an undermanned staff inundated with
Regulation A+ filings, I expect it will take a lot longer
than that. Three months? Four months? More?
In terms of cost, I estimate the legal fees to prepare and
negotiate the disclosure package with the SEC will fall in
the $35,000 to $50,000 range, at least initially. The cost
of audited financial statements will vary widely. For a
small startup you might get an audit for less than
$10,000, while for a larger company with a more
complex financial profile the cost could be many
multiples of that.
Very roughly, a typical Regulation A+ issuer would
probably be safe budgeting $75,000 and six months. As
a big believer in technology and the power of
innovation, I expect it wont be long before technology
streamlines the filing process and drives down its cost
significantly.
Generally speaking, documents filed with the SEC are
public. However, an issuer that has not previously sold
securities under either Regulation A+ or a public
registration statement is allowed to file a draft
offering statement with the SEC, which will be reviewed
confidentially.
All filings will be electronic, via the EDGAR system,
naturally.

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Testing the Waters

You cant actually sell securities until the SEC has
reviewed and approved your thick offering
document. In the meantime, however, and indeed
before your lawyer puts pen to paper, you can
solicit expressions of interest from potential
investors, a process often referred to as testing
the waters. By soliciting expressions of interest,
you can see whether investors are interested
before you spend a lot of money.
EXAMPLE: A scientist at University X believes
shes discovered a new therapy for cystic
fibrosis. Working with the Cystic Fibrosis
Foundation, she or the University may solicit
its members, explaining the scientific advance
and asking whether they would be interested
in investing.

Just bear in mind that its usually much easier to get

a non-binding expression of interest from an
investor (all expressions of interest must be nonbinding) than an actual check. An issuer wanting to
test the waters more effectively, and even to raise
money for a Regulation A+ offering might be better
off running a Kickstarter campaign or a limited Title
II offering.
Any materials used to solicit expressions of interest
must be filed with the SEC if the Regulation A+
offering goes forward. Thats going to raise
interesting questions for issuers: the website used
to solicit interest will certainly be filed, but what
about the email the CEO sent three days ago to a
potential investor?

Financial Statements
Tier 2 issuers are required to provide two years of
audited financial statements. For U.S. issuers the
financial statements must be prepared in
accordance with generally accepted accounting
principles (GAAP) while for Canadian issuers the
financial statements may be prepared in
accordance with GAAP or with International
Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board
(IASB).

Tier 1 issuers are allowed to use only reviewed

statements. However, if those statements are
audited for other purposes, the audited version
must be used.
Audited statements are much more expensive than
unaudited statements. But an audited statement for
a startup isnt nearly as expensive as an audited
statement for an up-and-running operating
company. I have heard quotes of as little as $5,000
for a startup.
I also expect that competition and technology will
drive down the cost of audited statements, just as
they will drive down legal fees.

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Ongoing Reporting
Issuers in Tier 1 offerings are not subject to any
ongoing reporting requirements except a Form 1-Z
to report the completion of the offering.
The story is more complicated for issuers in Tier 2
offerings. Conceptually, the issuer is required to
file:
Annual reports, using Form 1-K, including
information on business operations, related
party transactions, beneficial ownership of voting
securities, identification of directors, executive
officers and significant employees, executive
compensation data for the three most highly
paid officers, a management discussion, and two
years of financial statements
Semiannual reports, using Form 1-SA, including
(unaudited) interim financial statements and a
management discussion

of security holders, changes in accountants, changes

in control, departure of the principal executive,
financial or accounting officers, unregistered sales of
10% or more of outstanding equity securities, and
other significant events
Other reporting, in some circumstances
However, those reporting obligations terminate if the
Tier 2 issuer has fewer than 300 record holders of the
class of securities offered, and there is no ongoing
offering under Regulation A. If an issuer sells to fewer
than 300 investors in the first place, which is likely to be
the case for the first wave of Tier 2 filings, the ongoing
reporting obligations disappear.
For an issuer with 300 or more record holders, the cost
of annual reporting will be primarily a function of the
audit cost. For a typical small company, the total cost
might be in the range of $25,000.

Current event reports, using Form 1-U, reporting

fundamental changes, bankruptcy or
receivership, material modifications of the rights

Limits on Investment
Anyone can invest under Regulation A+, accredited
and non-accredited, U.S. investors and non-U.S.
investors.
In a Tier 2 offering of securities that will not be
listed on national exchange, a non-accredited
investor is limited to investing the greater of 10%
of her annual income or 10% of her net worth,
excluding her principal residence. Thats a peroffering limit, not a per-investor limit.
EXAMPLE: Non-accredited Investor Y earns
$75,000 per year and has a net worth is
$250,000. She may invest $25,000 in Company
A, $25,000 in Company B, $25,000 in Company
C, and so forth.
In the case of a non-accredited investor that is not
a human being, the 10% limit is applied to revenue
and net assets rather than to income and net
worth.

Otherwise, there are no investment limits under

Regulation A+. That is, no investment limits under Tier 2
for accredited investors, and no investment limits under
Tier 1 for anybody.
Non-accredited investors are allowed to self verify
their income and net worth by checking a box or filling
out a form. The issuer is not required to verify
independently.
In fact, an issuer raising capital under Regulation A+ is
not required to independently verify that an investor
who says shes accredited really is accredited. Thats a
big difference with Title II, where issuers are required to
take reasonable steps to verify that investors are
accredited.

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Combining Regulation A+ With Other Offerings

Basic Rules

Integration of Offerings by Affiliates

You can raise money in the U.S. using Regulation

A+ while at the same time raising money
overseas using Regulation S.

Whether two ostensibly separate offerings should

be treated as one is among the longest-running
questions in securities law.

Should Title III ever become effective, you will be

allowed to raise money using Regulation A+
while simultaneously raising money using Title III.
You can start a Regulation A+ offering after a
Title II offering is complete.
You can start a Title II offering six months after a
Regulation A+ offering is complete.

Combining Regulation A+ and Title II

Theoretically, it is possible to raise money using
Regulation A+ while simultaneously raising money
using Title II. Thank you, Sara Hanks of
CrowdCheck, for pointing this out!
Doing so legally raises tricky questions, however,
while the benefits are limited. Perhaps if your
Regulation A+ offering were pushing against the
$20 million or $50 million maximum, you would
initiate a Title II offering to raise more money. But
if youre not careful, your Title II offering could ruin
your Regulation A+ offering and vice versa, earning
you a place in the Crowdfunding Hall of Shame.

EXAMPLE: Issuer X proposes to develop 26 oil

and gas wells. Initially planning to raise capital
in one Rule 506(b) offering, Issuer X is advised
that the offering will be limited to 35 nonaccredited investors. In response, Issuer X
creates 26 limited liability companies and
conducts 26 ostensibly separate offerings,
accepting a total of 127 non-accredited
investors. Is Issuer X (1) smart, or (2) entitled to
one phone call?
The same concepts will apply to offerings by
affiliates under Regulation A+. Factors include:
Whether the offerings are part of a single plan of
financing
Whether they involve the same class of securities
Whether they take place at or about the same
time
Whether the same type of consideration (i.e.,
cash) is being received
Whether they are for the same general purpose

Raising Money After Regulation A+

Youre likely to have lots of names on your cap
table after raising money in a Regulation A+
offering. As weve discovered in Title II
Crowdfunding, however, having lots of names on
your cap table is not a barrier to raising money in
the future, at least if the Regulation A+ offering is
structured in the right way. After a Regulation A+
round an issuer can raise money in any way it likes

a private investment, a Title II round, or another

Regulation A+ offering. A Regulation A+ round of
financing can also be a stepping stone to a fullblown IPO.

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Sales by Title II Portals

If youre in the business of listing and selling
securities under Title II, you can be in the business
of listing and selling securities under Regulation A+
as well. Securities may be sold under Regulation A+
using general solicitation and advertising, just like
securities under Title II. You will, however, need to
build into your platform a whole new set of
functionality.

CAUTION: The JOBS Act exemption from brokerdealer registration does not apply to Regulation A+
offerings. So if youre relying on that exemption
which you probably shouldnt be anyway you might
need to register as, or affiliate with, a broker-dealer.

Resales of Securities
Securities purchased in a Title II offering are subject
to Rule 144, which limits resales for specified
periods of time. In contrast, securities purchased in
a Regulation A+ offering may be sold the very next
day, at least as far as the securities laws are
concerned. The issuer, of course, is likely to impose
contractual restrictions on transfers.
None of this will matter much until we have a
robust secondary market for Crowdfunded
securities. That was the gist of Commissioner

Number of Investors
A company with more than 2,000 shareholders, or
more than 500 non-accredited shareholders, is
generally required to register with the SEC. A
shareholder who acquired his stock in a Regulation
A+ offering will not be counted toward those limits
under certain limited circumstances.

Gallaghers comments, when he advocated for the

creation of so-called venture exchanges in a
statement issued with the adoption of the final rules.
Probably wishful thinking before the next Presidential
election, but stranger things have happened.

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Sales By Owners
Unlike Title II Crowdfunding, which allows sales
only by issuers, Regulation A+ allows the existing
stockholders of an issuer to sell shares as well, in
effect cashing out. However, sales by existing
owners are limited.
At the time of the Regulation A+ offering and for 12
months afterward, sales by existing stockholders
cannot exceed 30% of the aggregate offering price.
So, for example, if the aggregate price of all
securities offered, by the issuer and the existing
stockholders, is $15 million, then during the first
year existing stockholders may sell no more than

$4.5 million.
After that 12 month period, it depends on whether
the selling stockholder is an affiliate of the issuer:
Affiliates may sell no more than $6 million of stock
if the offering was under Tier 1, or $15 million if
the offering was under Tier 2.
Non-affiliates may sell as much stock as they like,
subject only to the maximum offering limits, i.e.,
$20 million for Tier 1 and $50 million for Tier 2.

Links
Here are links to:
The final regulations and the SEC preamble
Title IV of the JOBS Act
The statements issued by the SEC Commissioners with the final regulations

Giving Credit Where Credit is Due

My friend and colleague Sam Guzik, Esq. of Guzik &
Associates has played an important, not to say
critical, role in giving birth to Regulation A+. Sam
has prodded and cajoled and recommended and

provoked the word is that he has SEC Chair Mary

Jo White on his speed dial while she has him on her
Blocked list. The Crowdfunding industry is indebted
to Sam for his tireless work.

Contact Mark Roderick:

Mark Roderick, Esq.
T: 856.661.2265
E: [email protected]
www.crowdfundattny.com
@CrowdfundAttny