A public offer or sale of securities that meets the following terms and
conditions shall be exempt under section 3(b) from the registration requirements
of the Securities Act of 1933 (the “Securities Act”):
(1) Is an entity organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the
District of Columbia, with its principal place of business in the
United States or Canada;
(2) Is not subject to section 13 or 15(d) of the
Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78aet seq.) immediately before the offering;
(3) Is not a development stage company that either has no specific business
plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or
(b)Aggregate offering price. The sum of all cash
and other consideration to be received for the securities (“aggregate
offering price”) shall not exceed $5,000,000,
including no more than $1,500,000 offered by all selling security holders,
less the aggregate offering price for all securities sold within the twelve
months before the start of and during the offering of securities in reliance upon Regulation A. No
affiliate resales are permitted if the
issuer has not had net income from continuing
operations in at least one of its last two fiscal years.
Where a mixture of cash and non-cash consideration is to be received, the
aggregate offering price shall be based on the price at which the
securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign
currency shall be translated into United States currency at a currency exchange rate in
effect on or at a reasonable time prior to the date of the sale of the
securities. If securities are not offered for cash, the aggregate
offering price shall be based on the value of
the consideration as established by bona fide sales of that consideration
made within a reasonable time, or, in the absence of sales, on the fair
value as determined by an accepted standard. Valuations of non-cash
consideration must be reasonable at the time made.
(c)Integration with other offerings. Offers and sales made in
reliance on this Regulation A will not be integrated with:
(1) Prior offers or sales of securities; or
(2) Subsequent offers or sales of securities that are:
(iv) Made in reliance on Regulation S (§ 230.901-904); or
(v) Made more than six months after the completion of the Regulation A
If the issuer offers or sells securities for which the safe
harbor rules are unavailable, such offers and sales still may not be
integrated with the Regulation A offering, depending on the particular facts and
circumstances. See Securities Act Release No. 4552 (November 6, 1962) [27 FR 11316].
(d)Offering conditions—(1) Offers. (i) Except as
allowed by § 230.254, no offer of securities shall be made unless a Form 1-A offering statement has been filed with the Commission.
(ii) After the Form 1-A offering statement has been filed:
(C) Printed advertisements may be published or radio or television broadcasts
made, if they state from whom a Preliminary Offering Circular or Final Offering Circular may be obtained, and contain no more
than the following information:
(C) A Final Offering Circular is delivered to the purchaser with the
confirmation of sale, unless it has been delivered to that person at an earlier time.
(ii) Sales by a dealer (including an underwriter no longer acting in that capacity for the
security involved in such transaction) that take place within 90 days after
the qualification of the Regulation A offering statement may be made only if the
dealer delivers a copy of the current offering circular to the purchaser before or with the
confirmation of sale. The issuer or underwriter of the offering shall provide requesting dealers
with reasonable quantities of the offering circular for this purpose.
(3)Continuous or delayed offerings. Continuous or delayed
offerings may be made under this Regulation A if permitted by § 230.415.
Title 17 published on 2015-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.
This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.