Reg A+ vs. Traditional IPO
The Differences Between a Reg A+ IPO and a Traditional IPO
An initial public offering, or IPO, is the very first sale of stock issued by a company to the public. Prior to an IPO the company is considered private, with a relatively small number of shareholders made up primarily of early investors (such as the founders, their families and friends) and professional investors (such as venture capitalist or angel investors). The public, on the other hand, consists of everybody else – any individual or institutional investor who wasn’t involved in the early days of the company and who is interested in buying shares of the company. Until a company’s stock is offered for sale to the public, the public is unable to invest in it. You can potentially approach the owners of a private company about investing, but they’re not obligated to sell you anything. Public companies, on the other hand, have sold at least a portion of their shares to the public to be traded on a stock exchange. This is why an IPO is also referred to as “going public.”
Going public raises a great deal of money for the company in order for it to grow and expand. Private companies have many options to raise capital – such as borrowing, finding additional private investors, or by being acquired by another company. But, by far, the IPO option raises the largest sums of money for the company and its early investors.
Being publicly traded also opens many financial doors. Because of the increased scrutiny from analysts and investors, public companies can usually enjoy better (i.e. lower) interest rates when they issue debt. Moreover, as long as there is market demand, a public company can issue more stock in a so-called secondary offering. Thus, mergers and acquisitions are easier to arrange because stock can be issued as part of the deal.
For investors, trading in the open markets means liquidity. If you are a shareholder of a private company, it is very difficult to sell your shares, and even more difficult to value your shares. A public company trades on a stock market, with ready buyers and sellers and known price and transaction data. The stock market is therefore referred to as the secondary market, since investors are buying and selling stock from other public investors and not from the company itself. Public markets and liquidity also makes it possible for a company to implement benefits like employee stock option plan (ESOP), which help to attract top talent.
Regulation A+ (Reg A+) is an alternative to a traditional IPO, which makes it easier for existing public reporting companies and smaller, early stage companies to access growth capital.
Looking to encourage small-business growth, in 2012 Congress passed the Jumpstart Our Business (JOBS) Act, a law intended to support small- business growth and employment by lowering regulatory hurdles for companies trying to go public and allowing firms to have more private shareholders.
In 2015, Title IV of the JOBS Act went into effect, allowing companies to raise money and offer shares to the general public and not just accredited investors.
On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection ACT. Section 508, “ImprovingAccess to Capital” which now allows reporting public companies to raise up to $50MM from the general public under Regulation A+.
Through Reg A+, a U.S. or Canadian company is afforded the opportunity to:
- Raise up to $50 million in a 12-month period using a “public solicitation” of its shares and have the offering be exempt from SEC and state securities law registration.
- Confidentially submit its offering memorandum to the SEC and enjoy the opportunity to “test the waters” before pursuing a Reg A+ Offering.
- Enjoy a streamlined, expedited review process where the company is required to make its offering memorandum public just 21 days before SEC qualification and the beginning of its roadshow.
- Combine public funding (through Reg A+) with private funds from venture capitalists to create a larger round of fundraising.
A company looking to pursue a Reg A+ filing will need to:
- Assemble a team of professionals for IPO preparation. At a minimum, that team will include: company counsel, independent auditors and consulting accountants, underwriters, underwriters’ counsel, transfer agent, Edgar filer and other advisors and service providers for certain aspects of the Reg A+ process.
- Submit an offering registration to the SEC for approval for distribution to offering participants. Non-accredited investors may participate in a Reg A+ offering.
- Raise a sufficient amount and take other actions that allow the company to meet all listing requirements or up list from the OTC Market to Nasdaq or NYSE American.
- Comply with the rules applicable to listed companies, including filing annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC if listing on Nasdaq, NYSE or OTC QX and bi-annual reporting if listing on OTC QB .