86 JOBS Act Quick Start
Rule 504 Information requirements
Rule 505 None
Rule 506
1. If purchased solely by accredited investors, no information specified. 2. If purchased by nonac- credited investors, a. nonreporting compa- nies under the Exchange Act must furnish the same kind of information as in a registered offering, or in a Regulation A offering if eli- gible, but with somewhat modified financial state- ment requirements; b. reporting companies must furnish (i) specified Exchange Act documents or (ii) information con- tained in the most recent specified Exchange Act report or Securities Act registration statement on specific forms, plus, in any case, (iii) updating infor- mation and limited addi- tional information about the offering. c. Issuers must make available before sale: i. Exhibits ii. Written information given to accredited investors; iii. Opportunity to ask questions and receive answers;
d. Issuers must advise purchasers of the limita- tions on resale.
SEC review None None None Subject to SEC review
No review process con- templated by the statute
Rule 144A
Rule 144A contains no information requirements; however market practice generally requires prepa- ration of an offering mem- orandum that contains information similar to that contained in a registered offering, although some- what abbreviated, or such information may be incor- porated by reference if it is publicly available
Section 3(b)(2)
Information requirements expected to be compara- ble to those contained in Regulation A.
Section 4(6)
Issuers must provide to investors and intermedi- aries information about the issuer (including finan- cial statements, which would be reviewed or audited depending on the size of the target offering amount), its officers, directors, and greater than 20% shareholders, the ownership and capital structure of the issuer and risks relating to the issuer and the offering, as well specific offering informa- tion such as the use of proceeds for the offering, the target amount for the offering, the deadline to reach the target offering amount, and regular updates regarding progress toward reaching the target, and such other information that the SEC will require
Reports to investors (filed with the SEC) required not less than annually and must include results of operations and financial statements of the issuer, as the SEC determines.
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