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

Praise for
Regulation A+ and Other Alternatives to a Traditional IPO

"I applaud David′s book and the comprehensive overview he′s provided surrounding alternative methods to the traditional IPO, such as Regulation A+, Reg. D and Reverse Mergers. OTC Markets Group strongly supports online capital raising, as we make it less painful for smaller companies to be public. Our vision is for transparent and technology–enabled public markets to be a competitive source of growth capital for successful and sustainable companies. This publication provides thoughtful context, relevance and insight to these newer capital raising tools."
R. CROMWELL COULSON, President, Chief Executive Officer and Director of OTC Markets Group, Inc.

"A must–read guide for every CEO, CFO, and Board member of a company evaluating the options for raising growth capital in the public markets."
PAUL R. GUDONIS, CEO, Myomo, Inc., the first company to complete a Regulation A+ IPO onto a national securities exchange

"David provides helpful historical context to explain the recent historic changes to securities laws and explains a complicated subject with ease. He also provides a fresh, thoughtful perspective on the state of Regulation A+ and other traditional IPO alternatives along with insights into what the future might hold. This book is a must–read for any securities attorney, investment bank, platform or entrepreneur who is considering utilizing Regulation A+."
RYAN M. FEIT, CEO and Co–Founder, SeedInvest

"In all the writing about Regulation A, what we lack is context. Why did we need the revisions to this ancient regulation? What did ′Regulation A+′ replace? What are the alternatives? This is the book that answers those questions and explains Regulation A′s place in our ever–more–complex regulatory regime, written by someone with deep understanding of that context."
SARA HANKS, CEO/Founder, CrowdCheck, Inc. and Co–Chair of the Securities and Exchange Commission′s Advisory Committee on Small and Emerging Companies

Preface

Acknowledgments

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

Index

DAVID N. FELDMAN is a prominent corporate and securities attorney, entrepreneur and partner in the global law firm Duane Morris LLP. He is often referred to as the "Godfather" of Regulation A+ having coined the term in 2010. Feldman is a strong advocate and practitioner of this exciting and emerging streamlined process of completing a smaller public offering. Feldman is a thought leader and frequent public speaker on all things small business and the small cap markets. Feldman′s blog, visited by thousands each month, can be found at www.davidfeldmanblog.com.