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SEC Division of Corporation Finance Issues New C&DIs on “Regulation A+”

The Securities and Exchange Commission’s (SEC) Division of Corporation Finance (Division) recently issued three new Compliance and Disclosure Interpretations (C&DIs) related to so-called “Regulation A+.”

The new C&DIs address the following issues (among others):

C&DI 182.21 provides that a Regulation A issuer that registers a class of its securities pursuant to the Securities Exchange Act of 1934 on a Form 8-A concurrently with (i.e., within five days after) the qualification of a post-qualification amendment to a Form 1-A must include in the post-qualification amendment financial statements that are current at the time the post-qualification amendment is qualified. The full text of this C&DI can be found here.

In C&DI 182.22, the SEC explains that, if a Regulation A issuer’s qualified Form 1-A did not contain financial statements for the preceding full fiscal year preceding the fiscal year of effectiveness of the Form 8-A (filed concurrently with the qualification of a post-qualification amendment to the Form 1-A), the staff of the SEC (Staff) would not object if the issuer files the Form 10-K for the fiscal year preceding the fiscal year in which the Form 8-A went effective within 90 calendar days after effectiveness of the Form 8-A. The full text of this C&DI can be found here.

In C&DI 182.23, the SEC explains that, if a Regulation A issuer’s qualified Form 1-A did not contain financial statements for one or more quarterly periods following the most recent annual or semi-annual period for which financial statements were included in the Form 1-A and that were completed prior to the Form 8-A becoming effective, the issuer is required to file a quarterly report for each such quarterly period, and the Staff would not object if the issuer files a Form 10-Q for each such quarterly period within 45 days after effectiveness of the Form 8-A. The full text of this C&DI can be found here.

The Division has further updated its C&DIs to reflect updates for the amendments to Rules 147 and 504, the repeal of Rule 505, and non-substantive changes throughout the Rule 147 and Regulation D C&DIs based on the SEC’s current rules (e.g., changes to correct outdated rule and statutory references).

©2017 Katten Muchin Rosenman LLP

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About this Author

Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm
Partner

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and...

312-902-5493
Mark Reyes, corporate securities lawyer, Katten Muchin law firm, Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

312-902-5612
Associate

Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health...

312.902.5426