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
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
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
Chapter 4: The SEC s Rules Under Title IV Regulation A+; Court Challenge
SEC s Reg A+ Rule Proposal
Final Reg A+ Rules
Massachusetts and Montana s Failed Lawsuit Against the SEC
Chapter 5: Offering Statement and Light Reporting Preparation; Testing the Waters
Offering Statement Preparation
Light Reporting Preparation
Testing the Waters
Chapter 6 Early Experience With Regulation A+ Wall Street Partners With Main Street
Who Is Utilizing Reg A+?
Chapter 7 Potential Changes To Regulation A
OTC Markets Petition
Blue Sky Issues
Testing the Waters Issues
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
Chapter 9 Troubled Industry: China, Seasoning Rules, Bogus Shells
The China Bubble Pops
The SEC Responds With Draconian Seasoning Rules
Bogus Shells and Prosecutions
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
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?
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
Chapter 13: Other IPO Alternatives
Chapter 14: The Experts Speak A Look Ahead
Current Political and Economic Environment
About the Author
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.