Exempt Transactions

Reg A and A+ Uses and Characteristics

• Smaller companies

• Tier 1: State registration

• Tier 2

  • No state registration

  • Sell to the public

  • File ongoing audited financials + reports

Reg A and A+ Capital Limits

Tier 1: $20M

Tier 2: $75M

Reg A+ Filings and Deadlines

Form 1-A

Semiannual notice to SEC

Reg A+ Key Concepts

Capital limits aggregated over 12 months

“Bad actors” cannot use Reg A/A+

Reg S Uses & Characteristics

• Offshore offerings to foreign persons

• Executed outside the US

• Resale into US

  • Equity 6mo

    • Debt 40 days

Reg S Filing & Deadlines

No SEC filing

Reg S Key Concepts

• Residency test (not citizenship)

• A trust with a U.S person as trustee = U.S person

  • Investment Advisor in US w/discretion over non-US account = NOT a US person

Reg D - Rule 504 Characteristics

• Small capital raise

  • $10M limit

Reg D - 504 Filing deadline

File within 15 days of first saleRe

Reg D - 504 Key Concepts

• PPM not required for accredited only sales

• Non-accredited require PPM unless <$10M

• Suitability via subscription agreement

• Current SEC filers are NOT permitted to issue securities using this rule

  • General soliciation not automatically allowed and needs exemption

Reg D - Rule 506(b) Characteristics

• Unlimited accredited investors

• 35 Non-accredited

  • No general solicitation

• File 15 days of first sale

Reg D - Rule 506(b) Key concepts

• PPM Requied if non-accredited

• Accredited verification not required

  • No advertising

Reg D - Rule 506© Characteristic

• Unlimited accredited investors

• No unaccredited

• General solicaiton allowed

  • File 15 days

Rule 144 (Control and Restricted Stock) Characteristics

Restricted Stock

• Holding period of 6 months or 1 year and disclosures

Control Stock

• Volume limits of 1% of shares or AWTV of last 4 weeks

Rule 144 Key Concepts

Put options have no reset of holding period

Rule 144A Characteristics

• Resale exemption for restricted securities to QIBs

• Institutional liquidity tool

  • Retail products do NOT trade under Rule 144A

Rule 144A Key Concepts

• QIB >$100M in DISCRETIONARY assets, BDs >$10M

• Piggyback rights

  • No holding period for QIB to QIB

Rule 147 Characteristics

• Intrastate safe harbor

• 80% revenue, assets, or proceeds in-state

• Issuer must be incorporated in offering state and have principal place of business in state

  • No national advertisements

Rule 147 Key Concepts

• Resale restriction 6 months

• Securities carry an unregistered legend

Rule 147A Characteristics

• Modern intrastate rule

  • Principal place of business in state

Crowdfunding Characteristsics

-Small business raise little capital from retail investors

$5M limit in 12 months

• Form C filed

• Primarly for retail and not large institutions