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Regulation A+ and Other Alternatives to a Traditional IPO: Financing Your Growth Business Following the JOBS Act

Regulation A+ and Other Alternatives to a Traditional IPO: Financing Your Growth Business Following the JOBS Act

David N. Feldman

ISBN: 978-1-119-41616-6 January 2018 176 Pages


Understand Regulation A+ and other alternative funding methods

Regulation A+ and Other Alternatives to a Traditional IPO delves into the details of the new SEC rules under the JOBS Act of 2012 to examine the benefits and pitfalls for entrepreneurs and investors. Written by the 'Godfather of Reg A+,' this book breaks down the complex details of Regulation A+ and other alternative funding methods to help small businesses determine how best to go public and raise capital. A traditional IPO comes with barriers that can be insurmountable for a small company seeking to enter the public markets; thus far, reverse mergers have provided a challenging 'back door' to the market, but Regulation A+ re-opens the front door to allow small cap companies to raise capital while keeping offering and compliance costs manageable in a way not possible with a traditional IPO. More complex than simple crowdfunding, yet just as accessible by all investors, Regulation A+ is a step up for entrepreneurs at any stage wanting to go public where Wall Street meets Main Street.

Straightforward explanations, smart strategy, and illustrative examples make this book an invaluable guide for those seeking to truly understand the nuances of Regulation A+ in order to work more effectively within its bounds.

  • Understand how Regulation A+ differs from a traditional IPO and the early experience with this exciting new approach
  • Examine the JOBS Act and the SEC's rules under Title IV
  • Explore the past, present, and future of reverse mergers, special purpose acquisition companies (SPACs) and self-filings
  • Discover new alternatives including new rules under Rule 504 and Regulation S

The new rules provide a faster, more streamlined, more cost-effective route to up to $50 million in capital, and offer companies more flexibility than ever. Every entrepreneur needs to know all available funding options, and Regulation A+ and Other Alternatives to a Traditional IPO provides essential guidance from the expert in the field.



Chapter 1: Why Go Public?

Advantages of Being Public

Disadvantages of Being Public

Weighing the Pros and Cons

Chapter 2:  Pre-2012: The History of Regulation A & the Death of Small Company IPOs

Regulation A – Not Too Popular Before 2012

Reg A Through the Years

Why Small Companies Struggled to Go Public before the JOBS Act

Reg A vs. Private Offering Under Regulation D

And so……

Chapter 3: The Jobs Act and Its Genesis

“Old” Regulation A

Feldman First Proposes “Reg A+” at SEC Conference

Development and Enactment of the JOBS Act

Other Key Elements of the JOBS Act

Reg A+ Title IV Language

And so...

Chapter 4: The SEC’s Rules Under Title IV Regulation A+; Court Challenge

SEC’s Reg A+ Rule Proposal

Comment Process

Final Reg A+ Rules

Massachusetts and Montana’s Failed Lawsuit Against the SEC

And so……

Chapter 5: Offering Statement and Light Reporting Preparation; Testing the Waters

Offering Statement Preparation

Light Reporting Preparation

Testing the Waters

And so……

Chapter 6 – Early Experience With Regulation A+ – Wall Street Partners With Main Street

Who Is Utilizing Reg A+?

Attractive Industries

And so……

Chapter 7 – Potential Changes To Regulation A

OTC Markets Petition

Blue Sky Issues

Testing the Waters Issues

Other Issues

And so……

Chapter 8 – Basics of Reverse Mergers

Overview of Reverse Mergers

IPOs vs. Reverse Mergers

A Little History, Rule 419 and Subsequent Rulemakings

The Importance of Due Diligence in Reverse Mergers

And so……

Chapter 9 – Troubled Industry: China, Seasoning Rules, Bogus Shells

The China Bubble Pops

The SEC Responds With Draconian Seasoning Rules

Bogus Shells and Prosecutions

And so……

Chapter 10 – the Future of Reverse Mergers

Reverse Merger then OTC Trading

Bypass Seasoning with $40MM Public Offering

Merger with an Operating Public Company

The Real Risks of Using Bogus Shells

The Future Supply and Cost of Shells

And so……

Chapter 11: Special Purpose Acquisition Companies (SPACs)

Introduction to SPACs: The GKN Experience

The First SPAC Resurgence—Bubble and Bust

SPACs’ Recent Return

What Is the Future of SPACs?

And so…

Chapter 12: Self-Filings

How Do Shares of Stock Become Tradable?

Self-Filing Through Form S-1 Resale Registration

Mechanics of Form S-1 Self-Filing

Self-Filing Through Form 10 Registration

And so…

Chapter 13: Other IPO Alternatives

Intrastate Exemption

Rule 504

Regulation S

And so…

Chapter 14: The Experts Speak – A Look Ahead

Current Political and Economic Environment

Current Developments

And so…

About the Author