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Regulation A
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Regulation A

A great option available to public and private companies for raising capital is Regulation A, the so-called “new kid on the block”. Although Regulation A has been around for many years, it is a relatively unknown and seldom used offering exemption for raising capital. It allows companies to sell securities, such as common stock, preferred stock or warrants without registration. The filing that is made with the U.S. Securities & Exchange Commission (“SEC”) is actually not a registration statement, but rather is an “exemption” from registration known as the Conditional Small Issues Exemption From Registration Under the Securities Act of 1933.

If you don’t have enough capital to purchase a shell for a reverse merger or are afraid of skeletons in the closet if you do, Regulation A is a great alternative. It can also be used as a step to obtaining a stock symbol and public listing. It is best used by existing companies with at least $100,000 in gross revenues, and is not available to start-ups.

If you want to get some ideas on how to use a DPO for RAISING CAPITAL, visit this link Regulation A for Raising Capital.

Using Regulation A to obtain a public listing costs much less than acquiring a Pink Sheet shell ($150,000 to $250,000) or an over-the-counter Bulletin Board shell ($450,000 to $700,000). Not only do the persons controlling the shell get cash, they also retain approximately 5% to 15% of the common stock. Also, there are numerous stories of shells that after they were purchased had skeletons in the closet, such as outstanding debts, taxes, lawsuits and even stcok that was unaccounted for.

You can maintain much more more control over your corporate structure if you decide to go through the process of listing the company publicly yourself, also known as a “Direct Public Offering” or DPO. You also avoid having to do a reverse split on the “shell” which could result in numerous calls from angry shareholders who owned stock in the “shell”.

Form 1-A is filed with the SEC and is basically a disclosure document requiring complete information about your company, its management team and last 2 years of financial statements. The financial statements do not have to be audited. The Form 1-A usually goes through 2 or 3 rounds of comments in which further explanation or detail is requested before it is approved or “qualified” by the SEC. Once qualified the company now has securities that can be sold, or that have already been pre-sold to investors. This is important because it helps the company establish a shareholder base. This is an important step in the process of obtaining a public listing on Pink Sheets and obtaining a stock symbol. You can find more information about listing a company on over the counter Pink Sheet market at Pink Sheets.

If you are considering using Regulation A to help your company (not a start-up) grow and reach its full potential, give me a call. Regulation A is a great way to raise growth capital and was intended for that purpose. I can also help with introductions to market makers (they are needed to file a Form 211 with Nasdaq to obtain a stock symbol), corporate structure and deal structure so you can raise capital, without losing voting control of your company. Give me a call, Joseph B. LaRocco 203-966-0566.

Hedge Fund Formation.
Learn more about how to form a hedge fund, federal securities requirements, applicable state regulations and whether or not you need to be registered .

Equity Line Funding.
Learn more about how companies are raising capital to fund their capital needs. Also, get information on what types of investors are offering Equity Line Funding, how to contact them and how to structure the deal.

Standby Equity Purchase Agreement.
Get information on how companies are obtaining funding from hedge funds through Standby Equity Purchase Agreements. Public companies in the United States, Australia, Asia and Europe have obtained significant amounts of capital for growth, acquisitions and to pay down debt from this funding structure.

Private Placement Funding.
Learn more about how companies are accessing Private Placement Funding to fund their capital needs. Also, get information on how to locate funding sources, comply with important regulatory requirements and get tips on how to structure the deal with investors.

Tips on Raising Capital.
One of the most difficult tasks small companies face is raising capital. Get some useful tips that might give you an extra edge on sourcing capital and structuring a transaction with interested investors.

Reverse Merger Funding.
A Reverse Merger, if done properly can provide a fast alternative to going public through a direct listing. It can help a company raise needed funding by providing access to the capital markets. These types of funding transactions have become very popular over the years with hedge funds.


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