Exempt Offerings Resources

        Sponsored by Private Placement Advisors LLC 



Tier  i


  • Raise up to $20M in a 12 month period
  • No more than $6M can be offered for sale from affiliate security holders
  • Affiliates are also precluded from selling more than 30% of internal shares in the Reg A+ offering
  • Requires Form 1-A registration statement with the SEC
  • Non-affiliates can sell their shares after one year under SEC Rule 144
  • Company must engage in the services of an SEC registered Transfer Agent
  • Available to C-corps, S-corps and Limited Liability Companies (including REITs) with organized businesses in the United States and Canada
  • Requires PCAOB or GAAP audited financial statements for the previous two years
  • Requires adherence to state Blue Sky laws
  • Allows solicitation to and investment from both accredited and non-accredited investors 

  

Tier 2


  • Raise up to $50M in a 12 month period
  • No more than $12M can be offered for sale from affiliate security holders
  • Affiliates are also precluded from selling more than 30% of internal shares in the Reg A+ offering
  • Requires Form 1-A registration statement with the SEC
  • Non-affiliates can sell their shares after one year under SEC Rule 144
  • Company must engage in the services of an SEC registered Transfer Agent
  • Available to C-corps, S-corps and Limited Liability Companies (including REITs) with organized businesses in the United States        and Canada
  • Subject to Tier 2 on-going annual and semi-annual reporting requirements
  • Requires PCAOB or GAAP audited financial statements for the previous two years
  • Preempts necessity of adhering to state Blue Sky laws
  • Allows solicitation to and investment from both accredited and non-accredited investors
  •      
  • Who is excluded from participating?


  • Any companies subject to the order of the SEC within the last five years (under Section 12(j) of the Exchange Act)
  • No asset backed securities or undivided interests in oil, gas and/or mineral rights
  • Certain “bad actors”
  • Certain types of reporting companies
  • Investment firms and funds
  • Companies with no business plan or whose sole purpose is to engage in M&A activity
  • Companies that have failed to file according to the Regulation A+ rules over the past two years
  • Companies with annual revenue greater than $50 million or a public float greater than $75 million

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