SEC Reg A is a regulation under the Securities and Exchange Commission (SEC). Under Regulation A, private businesses that are going public via an IPO are not required to register their securities with the U.S. Securities and Exchange Commission (SEC). Usually, during an initial public offering, a privately-owned company can declare itself to the public market and offer securities on the stock to the general public in order to receive funding. However, an SEC Reg A offering goes through an exempt process in order to introduce and trade its securities through equity crowdfunding. In this article, we will discuss what is a sec reg A offering, the difference between sec reg A and reg A +, and the risks of investing in SEC A offerings.
SEC Regulation A
Every securities transaction should be filed with the SEC or fulfill exempt criteria under federal securities regulations. Regulation A, being a regulation under SEC, is a registration exemption that allows corporations to offer and sell securities without needing to register the offer with the SEC. It might be difficult for an investor to appraise a firm with recently issued stock that isn’t registered with the SEC, which is why the valuation of SEC Reg A offering becomes necessary.
What is SEC Reg A offering?
Offerings made with the exemption of Regulation A is SEC Reg A offering. Companies that rely on a Regulation A exemption can issue and trade shares to the general public at two levels, each with its own set of rules-
- Tier 1– In accordance with Tier 1, an issuer may raise up to $20 million in any calendar year, not exceeding $6 million of that amount coming from selling security holders who are related to the issuer. Companies selling SEC Reg A offerings under Tier 1 of Regulation A must submit their offering statements and have them approved by the state securities authorities in the states where the issuer intends to sell its securities, in addition to having them certified by SEC personnel. A final report on Form 1-Z on the SEC Reg A offering’s status is the only continuous reporting requirement for companies selling securities under Tier 1.
- Tier 2 – In accordance with Tier 2, an issuer may raise a maximum of $50 million in any 12-month period, with a maximum of $15 million from selling security holders who are the issuer’s affiliates. In contrast to Tier 1 offerings, the offering statement doesn’t need to be qualified by a state securities regulator. The SEC Reg A offering issuer is still required to submit continued reports on Forms 1-K, 1-SA, and 1-U on an annual, semiannual, and continuous basis. Importantly, there are investing restrictions for Tier 2 SEC Reg A offerings if the securities sold will not be listed on a national securities exchange following qualifying. Investors must be accredited investors or have a maximum investment limit of 10% of the larger of the person’s yearly revenue or net worth (excluding the value of the person’s principal house and any debts secured by the property (up to the worth of the place of residence)).
The issuer is required to submit an offering statement on Form 1-A to the SEC for both tiers. The offering circular, the main investor disclosure document, is included in the offering statement. The SEC Reg A offering circular must be made available to investors, or information must be provided on how to access it. Only when the SEC staff has qualified the issuer’s offering statement may the issuer receive payment for the sale of its securities. However, the SEC’s qualification does not imply that the SEC has given the securities SEC Reg A offering its support. Additionally, the SEC does not evaluate the precision or comprehensiveness of any solicitation materials or offering papers.
Difference between SEC Reg A and Reg A+
The short answer is that Regulation A (Reg A) and Regulation A+ (Reg A+) are the exact same law today. There is no distinction, and the names can be used interchangeably. Historically, there was no such thing as Reg A+; there was just Reg A.
The Jumpstart Our Business Startups Act was signed into law in 2012, and the act’s Title IV amended Regulation A in numerous ways, most notably (a) eliminating the state-by-state blue sky law requirement and (b) increasing the limit from $5 million to $20 million or $50 million depending the “tier” of the law.
Since 2015, when the SEC issued regulations allowing the law to be implemented, it has been referred to as Regulation A. However, Both the SEC and analysts began referring to the regulation as “Regulation A+” or “Reg A+” to emphasize that it was a boosted version of the original Regulation A statute.
Notable SEC Reg A offerings
Reg A+ firms raised $1.5 billion in expansion capital by 2018. 115 businesses raised $1.27 billion through Tier 2 offerings, while 42 Tier 1 companies raised $230 million. Here are the two historic SEC Reg A offerings:
Elio Motors completed the first successful Regulation A+ campaign, garnering over $17 million from 6,600 shareholders. In February 2016, Elio Motors completed its SEC Reg A offering, becoming the first crowdfunded IPO in the U.S.
Myomo, a medical device manufacturer based near Boston, MA, became the first crowdfunded IPO to issue shares on The New York Stock Exchange in July 2017. This historic Reg A+ IPO was also promoted by CrowdfundX, which also marketed Elio Motors.
Risks that investors should be aware of in Sec Reg A
Regulation A may allow investors to participate in early-stage and smaller startups and businesses. However, one should be completely informed of the risks involved before investing. The following are some general concerns to be aware of–
- Liquidity – Despite the fact that there are no resale restrictions, investors could be required to keep the investment for an extended time. If the securities are not, and there aren’t plans for them to be, placed on a market that allows convenient and quick trading, investors will have to find an interested party when it comes time to dispose of your investment.
- Speculative – Investing in startups and early-stage companies is risky, and the company may fail. In contrast to an investment in a mature organization with a track record of sales and income, a startup frequently relies on developing an entirely new venture, commodity, or service that may or may not find a market. The SEC does not make merit judgments or approve any securities offered.
Effects of valuation on Sec Reg A
Security valuation is critical when deciding on assets over time. There are four sorts of values that can be distinguished theoretically during the valuation of offerings – book value, liquidation value, intrinsic value, and replacement value, as contrasted to market pricing.
Price-to-earnings (P/E) ratios are commonly used for stock valuation. The P/E ratio is the stock price divided by the most recent earnings per share (EPS). A low P/E ratio indicates a stock’s worth to investors. Growth-oriented investors utilize the business’s current and previous P/E ratios to estimate the future P/E and price-to-earnings to growth (PEG) ratios.
Why do companies need a valuation for Sec Reg A offering?
All investing selections must be based on an analytical study of the correct share price. As a result, knowing the valuation of all assets, including SEC Reg A offerings, is critical. Investors would only want to purchase underpriced stocks and sell expensive stocks. Thus, they want to know if the SEC Reg A offerings are offered at the correct price.
A valuation can help the business prepare the offering circular. An offering circular must be delivered to all investors, or information on how to get one must be provided. Before making an investment choice, investors will often be advised to read the offering circular.
The offering circular includes critical information such as specifics about the SEC Reg A offering and the securities issued, risks of investment, where the proceeds will be utilized, offering shareholders, the business strategy, management, past performance, goals and objectives, and financial reports. In addition to the offering circular, they might even need further documents.
SEC Reg A offerings can be valued using the above-mentioned metrics. Let us look at how each one determines the worth of these assets.
- Book Value- Finding a security’s book value is an accounting concept. The book value of common shares equals the company’s net worth divided by the number of equity shares, with net worth equaling equity capital in addition to free reserves. The market price may vary in the book value, but it may be greater if future prospects look promising.
- Liquidating Value- The liquidation value per share is calculated by dividing the assets’ breakup value in the market by the sum of the business’s net fixed assets, current assets, and current liabilities as if it were being liquidated.
- Intrinsic Value- The price at which a security is exchanged on the market determines its market value, which is often close to its intrinsic value. The intrinsic price represents the share’s genuine value based on its earning potential and actual worth.
- Replacement Value- The replacement value of a share will differ from the breakdown value when the firm is liquidated, and its assets must be replaced with new ones whose values are greater. This replacement value is used by certain experts to compare the market price.
Get Equity or stock valuation with Eqvista!
Equity valuation is a job that is better left to the experts. Along with our cap table tool, Eqvista provides company valuation services. Eqvista is a qualified group of valuation experts who can assist you in creating 409a valuation reports for your business. Your cap table created using our software would be used by our pros to create these reports. Check out our software to keep track of all the shares and securities in your firm by creating your cap table on Eqvista for free!