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Section 3(b)(2) Offerings as IPOs

Posted in Regulation A+

We hope that the SEC engages actively with the securities exchanges to facilitate the listing of securities of issuers concurrently with the pricing of their Regulation A+ (a/k/a 3(b)(2)) offerings.  The JOBS Act seems to contemplate that some issuers will pursue Regulation A+ offerings, not seek exchange listings and choose to remain non-reporting companies.  However, the Act also contemplates that an issuer might conduct a Regulation A+ and concurrently list its securities on a national securities exchange.  In fact, one of the paths to preemption depends on a concurrent exchange listing.  So, how will this accomplished?  The current approach would seem impractical.  Now, an issuer would have to file a registration statement on Form 10 (in addition to having prepared, filed and had reviewed an offering statement for the Regulation A+ offering).  That is duplicative and costly.  Exchange listings in connection with Regulation A+ offerings will, in almost all instances, increase the universe of potential investors, provide significantly enhanced after-market liquidity, and encourage after-market research analyst coverage, which would otherwise be sparce or non-existent.  Facilitating exchange listings also would serve to support the SEC’s investor protection objectives.  A Regulation A+ offering with a contemporaneous exchange listing is a sounder approach than say, a reverse merger.