Reg A+

The Reg A+ expert with over 12 successful SEC qualifications in 2016 alone!

Adamson Brothers is a Reg A+ expert with over 12 successful SEC filings in 2016 alone. Adamson Brothers specializes in Regulation A+ by assisting your company in gaining access to general public growth capital which includes non-accredited investors (97% of investors).
Reg A+ allows your company to raise up to $50 million in every 12 month period. Adamson Brothers provides a turn-key, Reg A+ process with a team of Investment Bankers and advisors, experts and professionals.

On April 5, 2012, the administration signed a landmark piece of bi-partisan legislation called The JOBS Act into law. The JOBS Act greatly expanded entrepreneurs’ access to capital, allowing them to go to the crowd and publicly advertise their capital raises.

Initially, private companies could only crowdfund from accredited investors, the wealthiest 2% of Americans. On June 19, 2015, three years after the JOBS Act was initially signed into law, Title IV (Regulation A+) of the JOBS Act went into effect. For the first time, Title IV allows private growth-stage companies to raise money from all Americans.

However, Regulation ’A’ allowed small companies to sell their shares to the general public through an abbreviated SEC registration and review process which even dispensed with the need for audited financial statements and with no ongoing reporting obligations. With the Reg “A” filing, you will be able to raise capital from the average investor.

Reg A+ Offering Rule:

The SEC’s final rule was adopted on March 25, 2015, and becomes effective summer of 2015. In the rule, the SEC expanded Regulation A into two tiers: Tier 1 for offerings of up to $20 million and Tier 2 for offerings up to $50 million. By removing key procedural obstacles and introducing common-sense investor protections, this new Regulation A+ framework creates a viable capital-raising alternative for issuers that want to remain independent and innovative.

Below are some of the key provisions included in the SEC’s A+ rule: (3)

  • Proceeds: For Tier 2 offerings, there is an annual offering limit of up to $50 million in equity, debt or convertible securities, including no more than $15 million from selling security holders. For Tier 1 offerings, the annual limit is $20 million, with not more than $6 million from selling security holders.
  • Blue Sky: Offerings made under Tier 2 are generally exempt from state securities law registration and qualification requirements. And while Tier 1 offerings would still be subject to state Blue Sky regulations, the states’ new Coordinated Review process has dramatically reduced the burdens associated with this process.
  • Offering Circular: Issuers can confidentially file statements for SEC qualification. Offering circular must include audited financial statements and balance sheets for the two most recently completed fiscal year ends. The Offering Circular format is narrative disclosure, similar to what is required from smaller reporting companies in a prospectus, but more limited in certain respects.
  • Ongoing Reporting: Issuers that conduct a Tier 2 offering must electronically file annual and semiannual reports with the SEC, but those who conduct Tier 1 offerings generally have no ongoing reporting obligations.
  • Transferability | Liquidity for Investors: Securities sold in these offerings are not “restricted securities” under the Securities Act, and thus are freely tradable in the secondary market (unlike private issues).

Other attractive points:

  • Retain Control of Company.
  • Lower Costs for Offering.
  • Have Less SEC Reporting Requirements.
  • Create Higher Valuation.
  • Create Public Stock Currency.
  • Increase Shareholder Value.
  • Can advertise the offering.
  • Can sell its shares to anyone post approval.

Managing the process:

  1. Initial due diligence, including, specifically: ensuring proper corporate formation and requisite filing with relevant State agency, as well as assessment of corporation’s capital structure; creation of initial shareholder table.
  2. Review and/or drafting of any necessary board of director’s minutes, resolutions or consent agreements.
  3. Review and/or drafting of any relevant investment and other related documents for current shareholders and debt holders.
  4. Preparation and drafting Reg “A” offering memorandum.
  5. Legal review.
  6. Filing with the SEC.
  7. Preparation and filing of all relevant Blue Sky registrations “with the States regulators”.
  8. Upon the SEC approval, we will list the offering on multiple platforms.
  9. Initiate the escrow agreement if needed.
  10. Managing the roadshow.
  11. Managing the syndication and marketing.