Series 24 Flash Cards-Audrey Chapter 1
Eligible for shelf using S-3 or F-3 but not a WKSI - correct answer
✔Seasoned Issuer
Required to file periodic reports but not a Seasoned Issuer - correct answer
✔Unseasoned Issuer
Not required to file reports and not doing so voluntarily - correct answer
✔Non-reporting issuer
Ineligible Issuer - correct answer ✔Shell companies, blank check companies,
penny stock issuers, bankruptcy w/in 3 years MAY NOT USE FREE WRITING
PERSPECTUS
May use FWP before OR after SEC Filing - correct answer ✔WKSI
FWP may stand alone - correct answer ✔WKSI and Seasoned (Seasoned
only after SEC filing)
FWP used with or after Statutory Prospectus - correct answer ✔Unseasoned
Issuer and Non-Reporting Issuer
FWP may be used AFTER SEC filing - correct answer ✔Seasoned Issuer,
Unseasoned Issuer, Non-Reporting Issuer
Gun jumping - correct answer ✔Communication made prior to delivery or
using disclosure without filing with the SEC. WKSI can use forward looking
, and factual information by making a disclosure statement that the information
may not be in the disclosure document.
Rule 147 and 147a requirements - correct answer ✔1. 80% of gross
revenues in the state or 2, 80% of assets located in the state 3. 80% of the net
proceeds to be used by the issuer within the state 4. A majority of the issuers
employees are based in the state or territory. 100% of the purchasers must be
registered in the state or sold to pre-existing trusts and corporations.
Rule 147a Resales - correct answer ✔Resale to person OUTSIDE the state
are restricted for 6 months, need legend on the shares
Rule 147 Reasonable Belief - correct answer ✔Need to have this regarding
state residency
Reg A Tier 1 - correct answer ✔Maximum offering size $20M, over 12
months, existing shareholders limited to $6M (or 30%), audited financials and
reporting not required.
Reg A Tier 2 - correct answer ✔Maximum offering size $75M, over 12
months, existing shareholders limited to $22.5M, audited financials and
reporting REQUIRED.
Reg A Reporting - correct answer ✔These are public offerings and offering
circulars must be provided. Tier 1 does not get Blue Sky exemption
Reg A purpose - correct answer ✔IPOs and follow ons for Canadian and US
only
Eligible for shelf using S-3 or F-3 but not a WKSI - correct answer
✔Seasoned Issuer
Required to file periodic reports but not a Seasoned Issuer - correct answer
✔Unseasoned Issuer
Not required to file reports and not doing so voluntarily - correct answer
✔Non-reporting issuer
Ineligible Issuer - correct answer ✔Shell companies, blank check companies,
penny stock issuers, bankruptcy w/in 3 years MAY NOT USE FREE WRITING
PERSPECTUS
May use FWP before OR after SEC Filing - correct answer ✔WKSI
FWP may stand alone - correct answer ✔WKSI and Seasoned (Seasoned
only after SEC filing)
FWP used with or after Statutory Prospectus - correct answer ✔Unseasoned
Issuer and Non-Reporting Issuer
FWP may be used AFTER SEC filing - correct answer ✔Seasoned Issuer,
Unseasoned Issuer, Non-Reporting Issuer
Gun jumping - correct answer ✔Communication made prior to delivery or
using disclosure without filing with the SEC. WKSI can use forward looking
, and factual information by making a disclosure statement that the information
may not be in the disclosure document.
Rule 147 and 147a requirements - correct answer ✔1. 80% of gross
revenues in the state or 2, 80% of assets located in the state 3. 80% of the net
proceeds to be used by the issuer within the state 4. A majority of the issuers
employees are based in the state or territory. 100% of the purchasers must be
registered in the state or sold to pre-existing trusts and corporations.
Rule 147a Resales - correct answer ✔Resale to person OUTSIDE the state
are restricted for 6 months, need legend on the shares
Rule 147 Reasonable Belief - correct answer ✔Need to have this regarding
state residency
Reg A Tier 1 - correct answer ✔Maximum offering size $20M, over 12
months, existing shareholders limited to $6M (or 30%), audited financials and
reporting not required.
Reg A Tier 2 - correct answer ✔Maximum offering size $75M, over 12
months, existing shareholders limited to $22.5M, audited financials and
reporting REQUIRED.
Reg A Reporting - correct answer ✔These are public offerings and offering
circulars must be provided. Tier 1 does not get Blue Sky exemption
Reg A purpose - correct answer ✔IPOs and follow ons for Canadian and US
only
