FAQ

Regulation A and Regulation CF are two different regulations under the Securities and Exchange Commission (SEC) that govern the offering of securities to the public, particularly to non- accredited investors. Here are some of the key differences between Regulation A and Regulation CF:

1. Offering size: Regulation A allows offerings of up to $50 million in a 12-month period, while Regulation CF limits offerings to $5 million in a 12-month period.

2. Investor eligibility: Regulation A allows both accredited and non-accredited investors to participate in the offering, while Regulation CF is only available to non-accredited investors.

3. Disclosure requirements: Companies conducting an offering under Regulation A must file an offering statement with the SEC and provide detailed information about their business, financial statements, and other relevant information. Under Regulation CF, companies are required to file a Form C with the SEC and provide less extensive information about their business.

4. Ongoing reporting requirements: Companies conducting an offering under Regulation A are required to file annual and semi-annual reports with the SEC, while companies that offer securities under Regulation CF are required to file annual reports only.

5. Investment limits: Under Regulation A, there are no investment limits for accredited investors, while non-accredited investors are limited to investing no more than 10% of their net worth or annual income, whichever is greater. Under Regulation CF, investors are limited in the amount they can invest in a 12-month period, based on their income and net worth.

Overall, Regulation A is generally seen as a more complex and expensive option for companies to offer securities to the public, while Regulation CF is considered a more accessible and affordable option for smaller businesses looking to raise capital.

Regenerate response

Regulation A, also known as Reg A, is an exemption from registration requirements under the Securities Act of 1933 that allows companies to offer and sell securities to the public without having to go through the full registration process required for a traditional public offering. To file a Regulation A offering, the company must meet certain requirements, including:

1. Eligible issuers: The company must be organized in the United States or Canada and not be subject to the reporting requirements of the Securities Exchange Act of 1934. It must not be a blank check company or an investment company, and it must not have been disqualified by the SEC.

2. Offering limits: The company can raise up to $75 million in a 12-month period through a Tier 2 offering, or up to $20 million in a 12-month period through a Tier 1 offering.

3. Disclosure requirements: The company must provide investors with certain information, including an offering statement that includes financial statements, a description of the company's business and operations, and the intended use of the proceeds from the offering. The company must also provide ongoing reports to the SEC, including annual and semi- annual reports.

4. Investor limits: The amount that individual investors can invest in a Regulation A offering is limited to no more than 10% of the greater of the investor's annual income or net worth.

5. State securities law compliance: In addition to complying with federal securities laws, the company must comply with state securities laws in each state where the securities are offered and sold.

It is important to note that the requirements for a Regulation A offering can be complex and involve significant legal and accounting expenses. Companies considering a Regulation A offering should consult with experienced securities counsel to ensure compliance with all applicable requirements.

Regulation CF (Crowdfunding) is a type of securities offering in the United States that allows startups and small businesses to raise funds from non-accredited investors through online platforms. To conduct a Regulation CF offering, a company must meet several requirements, including:

1. Eligibility: The company must be a U.S. entity, and it must not have a reporting obligation under the Securities Exchange Act of 1934.

2. Maximum Amount of Capital Raised: The company can raise up to $5 million in a 12-month period through a Regulation CF offering.

3. Disclosure Requirements: The company must provide specific information about the business, including financial statements, the use of proceeds, and the company's officers, directors, and significant shareholders.

4. Platform Intermediary: The company must conduct the offering through a FINRA-registered crowdfunding platform intermediary. The intermediary is responsible for, among other things, facilitating the offering, conducting background checks, and ensuring that investors understand the risks involved.

5. Investor Limits: Non-accredited investors are subject to investment limits based on their income and net worth.

6. Ongoing Reporting: The company must file annual reports with the SEC and provide them to investors.

It's essential to note that companies must comply with all Regulation CF requirements, and failure to do so can result in fines, legal action, and other consequences. Therefore, it's advisable to seek the guidance of legal and financial professionals before conducting a Regulation CF offering.

Yes, there have been successful Regulation A offerings. Regulation A is a provision of the JOBS Act that allows companies to raise up to $75 million through a public securities offering without having to go through the full registration process required for traditional public offerings. Since the Regulation A rules were updated in 2015, there have been several notable successful offerings. For example:

In 2015, Elio Motors, a startup that aimed to manufacture an affordable three-wheeled vehicle, raised over $17 million through a Regulation A+ offering.

In 2016, Tier II Regulation A+ offering, Myomo, which develops and markets myoelectric prosthetic devices for individuals with upper limb amputations, raised $5.0 million.

In 2017, ShiftPixy, a staffing company for the hospitality industry, raised $12 million through a Regulation A+ offering.

In 2019, Med-X, a company focused on providing cannabis-related products and services, raised $4 million through a Regulation A+ offering.

However, it is important to note that not all Regulation A offerings are successful, and the success of an offering depends on various factors such as the company's financials, the market conditions, and investor interest.

ShiftPixy revenues and market cap As of my knowledge cutoff date of September 2021, ShiftPixy Inc. (ticker symbol: PIXY) had a market capitalization of approximately $94 million USD. However, it's important to note that market capitalization can change rapidly based on stock price and the number of outstanding shares.

ShiftPixy is a technology platform provider for the restaurant and hospitality industries. In its fiscal year 2020, which ended on August 31, 2020, the company reported revenues of $46.8 million USD, a decrease from the $56.3 million USD reported in the previous year. The company's most recent quarterly report, for the quarter ended May 31, 2021, showed revenues of $12.6 million USD.

However, as a language model, I do not have access to real-time or current financial data beyond this point.

There are several broker-dealers that specialize in Regulation A offerings. Here are a few examples:

1. Dalmore Group - Dalmore Group is a boutique investment bank that specializes in Regulation A offerings. They provide a range of services, including structuring, underwriting, and marketing Regulation A offerings.

2. WR Hambrecht + Co - WR Hambrecht + Co is an investment bank that focuses on capital raising and mergers and acquisitions. They are known for their unique auction-based approach to underwriting Regulation A offerings.

3. North Capital Private Securities - North Capital Private Securities is a registered broker-dealer that specializes in providing investment banking and advisory services to emerging growth companies. They have experience with Regulation A offerings and can assist with structuring and underwriting these offerings.

4. StartEngine - StartEngine is a crowdfunding platform that also offers a broker-dealer service. They specialize in Regulation A offerings and can assist with everything from regulatory compliance to marketing and investor relations.

It's important to note that this is not an exhaustive list, and there may be other broker-dealers that specialize in Regulation A offerings. It's always a good idea to do your research and speak with several potential broker-dealers to find the one that is the best fit for your specific needs.

The estimated costs for filing a Regulation A offering can vary depending on a number of factors, such as the size of the offering, the complexity of the business, and the level of professional assistance required.

Generally, the cost of a Regulation A offering can be broken down into two main categories: legal and accounting fees, and SEC filing fees.

Legal and accounting fees for a Regulation A offering typically range from $50,000 to $150,000, depending on the complexity of the offering and the level of legal and accounting services required. In terms of SEC filing fees, there are two tiers of Regulation A offerings: Tier 1 and Tier 2. Tier 1 offerings are for offerings of up to $20 million in a 12-month period, while Tier 2 offerings are for offerings of up to $50 million in a 12-month period.

The SEC filing fees for Tier 1 offerings are currently $10,800, while the SEC filing fees for Tier 2 offerings are currently $22,970. These fees are subject to change and should be confirmed with the SEC before filing.

It is important to note that these estimated costs are just that, estimates, and the actual cost of a Regulation A offering can vary depending on a variety of factors. It is recommended to consult with experienced legal and accounting professionals to get a more accurate estimate of the costs involved in a Regulation A offering.

The cost of filing a Regulation CF offering can vary widely depending on a variety of factors, such as the complexity of the offering, the size of the company, and the fees charged by the various service providers involved in the process. However, here are some of the estimated costs you may encounter:

1. Legal Fees: The costs for legal fees to prepare and file the offering can vary depending on the complexity of the offering and the attorney's experience. Typically, legal fees for a Regulation CF offering range from $5,000 to $15,000.

2. Accounting Fees: Companies raising money through a Regulation CF offering are required to provide financial statements and other financial disclosures, which can involve accounting fees ranging from $1,000 to $5,000.

3. Filing Fees: Companies must file Form C with the SEC to register their Regulation CF offering, which incurs a filing fee ranging from $100 to $2,400 based on the amount of capital being raised.

4. Platform Fees: Companies raising money through a Regulation CF offering must use an SEC- registered funding portal or broker-dealer, which charges fees ranging from 5% to 10% of the amount raised.

5. Marketing Expenses: Companies may also incur marketing expenses to promote their offering to potential investors, such as online ads, PR campaigns, or direct mail campaigns, which can range from a few thousand to tens of thousands of dollars.

6. Audit Fees: Companies raising over $107,000 through a Regulation CF offering must provide an audit of their financial statements, which can cost around $5,000 or more. Overall, the estimated total cost for a Regulation CF offering can range from $10,000 to $50,000 or more, depending on the size and complexity of the offering, as well as the fees charged by service providers involved in the process.

Privacy Policy | Terms and Conditions of Use

© Copyrights 2005 - Kubera Technology Holdings. All Rights Reserved.