Regulation A+ Explained
United News International’s offering is being conducted under a set of U.S. Securities and Exchange rules known as Regulation A+.
In lay language, Regulation A+ opened the door for everyday citizens around the world to invest in U.S. startups on the same terms as the big investors. Regulation A+ is said to have democratized investing in early-stage companies.
Regulation A+ — the common term for Title IV of the Jumpstart Our Business Startups (JOBS) Act — was adopted by the SEC in March 2015 and went into effect in June 2015.
The rules created two tiers of Regulation A+ offerings: Tier 1 enables companies to raise up to $20 million in a 12-month period. Tier 2 allows companies to raise between $3 million and $50 million over 12 months.
United News International is raising money as a Tier 2 company.
Tier 2 companies are allowed to accept investments from both accredited and non-accredited investors.
An accredited investor — the only kind of investor previously allowed to invest in risky startup ventures — is generally defined as a person whose net worth is at least $1 million, not including a primary residence, or whose net income was at least $200,000 in the two most recent years.
Unaccredited investors are generally everyone else. Although Regulation A+ does not set minimum requirements for an investor’s annual income or net worth, the rules limit the amount they can invest to no more than 10 percent of their annual income or net worth, whichever is greater. The limit is meant to protect unsophisticated investors from losing more than they can afford in a risky investment.
The Securities and Exchange Commission further protects investors in Tier 2 companies by requiring the companies to divulge certain information. The companies must include audited financial statements in their offering documents, as well as file annual, semiannual and “current event” reports with the commission. (A current event is an occurrence that may have a material impact on a company, such as a change in top management or a change in ownership.)
Tier 2 companies are exempt from state securities registration in the United States and can sell their stock to investors worldwide.
Unlike other kinds of public stock offerings, Regulation A+ companies do not have to enter a so-called “silent period.” That’s a period prior to a public offering in which a company is not allowed to make public statements that could be seen as hyping the stock. Instead, Regulation A+ companies are allowed to publicly advertise, since the nature of the offering is to raise money through crowdfunding.
Once a Regulation A+ offering closes, that does not mean it is automatically a publicly traded stock. However, the company may raise enough capital to qualify for a listing on a stock exchange and become a publicly traded stock. If the company falls short of the required capital for a listing, it may instead trade over the counter.