In the case of a Tier 2 offering, issuers must provide audited financial statements for their prior two years (a one – year old company files a one year audit) in the offering statement and annual reports.
Until May 2018, public companies were not allowed to use Reg A+ to raise capital. This week, Regulation A+ was extended by federal legislation that now allows public reporting companies to make a Reg A+ capital raise. This will be most useful for OTCQB and OTCQX reporting companies because they can use Reg A+ to uplist or simply raise capital cost-effectively.
There is no actual limit that we are aware of, to the number of investors. We have been advised by experts* that when an issuing company (the company selling its shares) issues its shares in “Street Name”, which means that the shares are held by one stock broker, and represented electronically in the investor’s brokerage account, then the stockbroker becomes the single Shareholder of Record for the Reg A+ issued shares, and since Section 12(g) applies to the count of Shareholders of Record, the number limit will not normally exceed the trigger of 500 below.
The primary consideration is the “Market Value of Publicly Held Stock” which essentially means stock that is in the hands of investors, not insiders. As an example, if your company had pure investors prior to the offering that held shares valued at $5 mill at the valuation of the Reg A+ offering, then NASDAQ will require that you raise at a minimum $10 mill in the Reg A+. $5 mill + $10 mill = $15 mill. The information below is provided courtesy of VentureLawCorp.com