Conformed to Federal Register version - SEC.gov

1 Conformed to Federal Register version SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 200, 230, 232, 239, 240, 249, and 260 [Release Nos. 33-9741; 34-74578; 39-2501; File No. S7-11-13] RIN 3235-AL39 Amendments for Small and Additional Issues Exemptions under the Securities Act (Regulation A ) AGENCY: Securities and Exchange Commission. ACTION: Final r ules. SUMMARY: We are adopting amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually.

2 The final rules include issuer eligibility requirements, content and filing requirements for offering statements, and ongoing reporting requirements for issuers in Regulation A offerings. DATES: The final rules and form amendments are effective on June 19, 2015. FOR FURTHER INFORMATION CONTACT: Zachary O. Fallon, Special Counsel; Office of Small Business Policy, Division of Corporation Finance, at (202) 551-3460; or Shehzad K. Niazi, Special Counsel; Office of Rulemaking, Division of Corporation Finance, at (202) 551-3430, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-3628.

3 2 SUPPLEMENTARY INFORMATION: We are amending Rules 251 through 2631 of Regulation A under the Securities Act of 1933 (the Securities Act ).2 We are revising Form 1-A,3 rescinding Form 2-A,4 and adopting four new forms, Form 1-K (annual report), Form 1-SA ( semiannual report), Form 1-U (current report), and Form 1-Z (exit report). Further, we are revising Rule 4a-15 under the Trust Indenture Act of 1939 (the Trust Indenture Act )6 to increase the dollar ceiling of the exemption from the requirement to issue securities pursuant to an indenture.

4 We are also amending Rule 12g5-17 of the Securities Exchange Act of 1934 (the Exchange Act )8 to permit issuers to rely on a conditional exemption from mandatory registration of a class of securities under Section 12(g) of the Exchange Act, Rule 15c2-119 of the Exchange Act to permit an issuer s ongoing reports filed under Regulation A to satisfy a broker-dealer s obligations to review and maintain certain information about an issuer s quoted securities, and Rule 30-110 of the Commission s organizational rules and provisions for delegated authority to permit the Division of Corporation Finance to issue notices of qualification and deny Form 1-Z filings.

5 In addition, we are adopting a technical 1 17 CFR through 2 15 77a et seq. 3 17 CFR 4 17 CFR 5 17 CFR 6 15 77aaa et seq. 7 17 CFR 8 15 78a et seq. 9 17 CFR 10 17 CFR 3 amendment to Exchange Act Rule 15c2-11 to update the outdated reference to Schedule H of the By-Laws of the National Association of Securities Dealers, Inc., which is now known as the Financial Industry Regulatory Authority, Inc. and to reflect the correct rule reference. As a result of the revisions to Regulation A, we are adopting conforming and technical amendments to Securities Act Rules 157(a),11 505(b)(2)(iii),12 and Form 8-A.

6 Additionally, we are revising Item 101(a)13 of Regulation S -T14 to reflect the mandatory electronic filing of all issuer initial filing and ongoing reporting requirements under Regulation A. We are also revising Item 101(c)(6)15 of Regulation S-T to remove the reference to paper filings in a Regulation A offering , and removing and reserving Item 101(b)(8)16 of Regulation S-T dealing with the optional electronic filing of Form F -X by Canadian issuers. 11 17 CFR (a). 12 17 CFR (b)(2)(iii). 13 17 CFR (a).

7 14 17 CFR et seq. 15 17 CFR (c)(6). 16 17 CFR (b)(8). 4 Table of Contents I. INTRODUCTION II. FINAL RULES AND AMENDMENTS TO REGULATION A A. Overview B. Scope of Exemption 1. Eligible Issuers 2. Eligible Securities 3. offering Limitations and Secondary Sales 4. Investment Limitation 5. Integration 6. Treatment under Section 12(g) C. offering Statement 1. Electronic Filing; Delivery Requirements 2. Non-Public Submission of Draft offering Statements 3. Form and Content 4. Continuous or Delayed Offerings and offering Circular Supplements 5. Qualification D.

8 Solicitation of Interest (Testing the Waters) 1. Proposed Rules 2. Comments on Proposed Rules 3. Final Rules E. Ongoing Reporting 1. Continuing Disclosure Obligations 2. Exchange Act Rule 15c2-11 and Other Implications of Ongoing Reporting under Regulation A 3. Exchange Act Registration of Regulation A Securities 4. Exit Report on Form 1-Z F. Insignificant Deviations from a Term, Condition or Requirement G. Bad Actor Disqualification 1. Proposed Rules 2. Comments on Proposed Rules 3. Final Rules H. Relationship with State Securities Law 1. Proposed Rules 2.

9 Comments on Proposed Rules 3. Final Rules I. Additional Considerations Related to Smaller Offerings J. Transitional Guidance for Issuers Currently Conducting Regulation A Offerings K. Technical and Conforming Amendments III. ECONOMIC ANALYSIS A. Broad Economic Considerations B. Baseline 1. Current Methods of Raising up to $50 Million of Capital 2. Investors 3. Financial Intermediaries 5 C. Scope of Exemption 1. Eligible Issuers 2. Eligible Securities 3. offering Limitations and Secondary Sales 4. Investment Limitation 5. Integration 6. Treatment under Section 12(g) D.

10 offering Statement 1. Electronic Filing and Delivery 2. Disclosure Format and Content 3. Audited Financial Statements 4. Other Accounting Requirements 5. Continuous and Delayed Offerings 6. Nonpublic Review of Draft offering Statements E. Solicitation of Interest ( Testing the Waters ) F. Ongoing Reporting 1. Periodic and Current Event Reporting Requirements 2. Termination and Suspension of Reporting and Exit Reports 3. Exchange Act Registration G. Insignificant Deviations H. Bad Actor Disqualification I. Relationship with State Securities Law IV.