As we still await the first completed Tier II Regulation A public offering, and rumors are swirling that several are getting close, the Financial Industry Regulatory Authority (FINRA), which regulates broker-dealers, has confirmed what most already know. In a release a few weeks ago, they clarified that Regulation A+ offerings are no different than other public offerings. Namely, if FINRA members are involved in the offering, then filings must be made with FINRA and they have to reach a point of no objection to the compensation to be paid to the FINRA member. As the time to get this done can sometimes vary, it is generally recommended to get that filing in as soon as possible after your initial offering circular filing with the SEC.
The SEC’s final rules implementing Regulation A+ changes mandated by the Jumpstart Our Business Startups (JOBS) Act became effective on June 19, 2015. That’s less than three months ago, so it is not suprising that we have not yet reached a point of the first batch of filings being approved. In fact, we don’t have a sense yet even of how many filings there have been, since it appears they have pretty much all been filed confidentially as permitted by the new SEC rules.
As some investment banks take a wait and see approach on Reg A+, others are diving in and embracing what appears to be a no-brainer for pretty much any company going public and raising less than $50 million. The state challenges to the new rules are a concern, but one can always transform a Reg A+ filing into a traditional IPO if for some reason a court sides with the states seeking to invalidate the rules. Keeping an eye on it all!