Investment threshold
The aggregate amount sold to any investor by the issuer, including any amount sold in reliance on the crowdfunding exemption during the 12-month period preceding the date of the transaction, does not exceed: • the greater of $2,000 or 5% of the annual income or net worth of the investor, as applica- ble, if either the annual income or the net worth of the investor is less than $100,000; or
• 10% of the annual income or net worth of an investor, as applicable, not to exceed a maxi- mum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000
Manner of offering Information
Funding portals Liability Status of securities Other conditions
REGULATION A+/3(B)(2) EXEMPTION
Eligible issuer Offering threshold
Status of securities
Liability Other conditions
EXCHANGE ACT THRESHOLD
Issuer not a bank or bank holding company
Becomes subject to reporting within 120 days after last day of fiscal year ended in which issuer had: • total assets in excess of $10 million; and • a class of equity securities (other than exempted securities) held of record by either 2,000 persons, or 500 persons not AIs
Issuer is a bank or bank holding company
Becomes subject to reporting within 120 days after last day of fiscal year ended in which issuer had: • total assets in excess of $10 million; and • a class of equity securities (other than exempted securities) held of record by 2,000 persons May deregister if class of equity securities held of record by fewer than 1,200 persons
Held of record
Excludes: securities held by persons who received the securities pursuant to an employee com- pensation plan in transactions exempt from section 5 registration requirements and securities sold pursuant to crowdfunding exemption
JOBS Act Quick Start 81 Non-reporting issuer with principal place of business in Canada or the United States
$50 million in issuer’s securities in a 12-month period; SEC required to review threshold and report on threshold to Congress
Covered securities for NSMIA if either: • listed/traded on a securities exchange; or • sold to a qualified purchaser
Subject to section 12(a)(2) liability
SEC empowered to impose additional conditions, including a requirement to file annual audited financial statements
Transaction must be conducted through a broker or funding portal
Information filed and provided to investors regarding the issuer and offering, including financial information based on the target amount offered Funding portals will be subject to SEC and SRO regulation Subject to section 12(a)(2) liability Covered securities for NSMIA
Issuers must file with the SEC and provide to investors, no less than annually, reports of the results of operations and financial statements of the issuers as the SEC may prescribe
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