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What is Regulation A+?
Background

On April 5, 2012, President Obama 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 publicly advertise their capital raises. Initially, private companies could only fund from accredited investors, the wealthiest 3% of Americans. On June 19, 2015, three years after the JOBS Act was signed into law, Title IV (Regulation A+) of the JOBS Act went into effect. For the first time, Title IV allows private companies to raise money from all Americans, the other 97%.

Reg A+The SEC has provided for 2 Tiers under the Rules:

TIER 1
Allows companies to raise up to $20 million in a 12 month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer, unaudited financials, required approval by all states.

TIER 2
Allows companies to raise up to $50 million in a 12 month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer, financials audited annually, no state approvals required.

Reg A+ allows private companies to raise up to $50 million in capital from investors, including non-accredited investors which represent 97% of the investor population.
What Makes Reg A+ Different For Your Company?
Why Reg A+ is Perfect for Your Company 

Reg A+ 

Retain Control of Your Company
Reg A+ allows companies to raise a large sum of capital (up to $50 million) from ALL potential investors and raising small amounts from many investors can spread out ownership of the company without giving one investor (i.e. VC or Equity Fund) control or Board positions. VC’s or Equity Funds usually require a certain level of control as a condition to their investments, which can even result in current management getting voted out of their own company. In a typical Reg A+ offering, a company will not need to offer board seats or agree to other potentially adverse conditions like “clawback” provisions that are typical when raising venture capital or private equity.

Lower Cost To Raise Money
Potentially Better Liquidity In Public Stock
Increase Valuation & Create A Currency For The Company

Is Reg A+ Right For?

Companies Looking to:

Retain Control of Company
Lower Costs for Offering
Have Less SEC Reporting Requirements
Create Higher Valuation
Create Public Stock Currency
Increase Shareholder Value

How Do I Execute a Regulation A+ Offering?
A company can do a Direct Placement Offering “DPO” OR, if they qualify for NASDAQ or NYSE MKT, a company can do an Initial Public Offering “IPO”. Reg A+ allows companies to offer shares to the general public, which is 100% of potential investors. Companies looking to raise capital through Reg A+ will need to file with the SEC and get approval before launching their Reg A+ public offering.

The Reg A+ Process

Testing the Waters

Reg A+ has a provision to “Test the Waters” with potential investors. The test the waters provision allows companies to get indications of investor interest without filing the formal offering with the SEC.

Although this provision exempts the pre-filing of the offering at a federal level, the states can challenge the company trying to test the waters because they do not know if the offering is a Tier 1 offering, which requires state regulatory filings & approvals, OR a Tier 2 offering which is exempt from state filings. This state issue neutralizes the testing the waters provision.

National CrowdFinance recommends filing under Tier 2 with the SEC before testing the waters or offering stock to potential investors, which avoids any state filing issues.

We can assist your company with:

Branding, Marketing & Business Development Review
Employee Stock Option Plan
Executive Compensation Package
Locate qualified SEC Attorney
Locate qualified PCOAB (SEC Approved) qualified Auditor
Preparation & Review of Corporate Books
Company Website Development or Upgrade

Qualification Process

After a company has decided to pursue a Reg A+ offering, they will need to spend the first month drafting a Form S1-A with the help of Tycon while having the 2 year audited financials completed.

National CrowdFinance can assist your company with:

Preparation & Review of Documents;
Branding and Marketing
Business Development
Social Media & Digital Marketing Plan

Launch

Once regulatory qualification has been received from the SEC, the company may launch its Reg A+ offering and accept investments online, including verifying investor identities, performing anti-money-laundering checks on investors, facilitating investment document execution, funds transfer and regulatory compliance.

National CrowdFinance can assist your company with:

Applying for Stock SymbolCosmic Forces Reg A+ Presentation.001
Sponsoring Market Makers and / or Underwriter(for IPO)
Transfer Agent
Edgar Filer Service
Investor Relations Firm
Social Media Marketing Implementation

Completion of the Offering

National CrowdFinance can assist your company with:

Documentation
Applying for Stock Symbol
Social Media Marketing
Press Release(s)
Follow On Support for All Public Market Communications