Series 24
After-market Prospectus Requirements - correct answer ✔✔Non listed IPO: 90.
Non listed Follow on offering: 40.
Listed IPO: 25.
Small Business Issuer Criteria - correct answer ✔✔U.S or Canadian, rev of less than $25M, public float
less than $25M
Small Business Issuer Forms - correct answer ✔✔SB-1: to raise up to $10M.
SB-2: to raise unlimited amount.
WKSI - correct answer ✔✔Can use form S-3/ASR ( immediately effective, good for 3 years).
Must be a reporting co for previous 12 months.
$700M public float, $1B aggregate debt.
Statutory Prospectus - correct answer ✔✔"Red Herring", used as part of registration statement before
effective date
Omits offering price, underwriting and dealer discounts
Free Writing Prospectus - correct answer ✔✔Used as disclosure document.
Constitutes an offer to sell
Tombstone - correct answer ✔✔NOT a prospectus.
NOT an offer to sell.
Can include name, # shares, name underwriters.
Rule 147 - correct answer ✔✔Intrastate Offering.
, 100% purchasers must reside in state.
80% assets, rev, proceeds must be in state.
9 month holding period.
Reg A - correct answer ✔✔Small Issue.
US or Canada.
$5M over 12 months.
Max $1.5M proceeds to selling shareholders.
CANNOT be offered publicly.
Can provide offering circular
Reg D - correct answer ✔✔Private placement.
6 month holding period.
Reg D 504 - correct answer ✔✔Max $1M.
No limit on number/type investor
Reg D 505 - correct answer ✔✔Max $5M.
Unlimited # accredited, max 35 non accredited.
Disclosure to non-accredited only.
Reg D 506 - correct answer ✔✔Unlimited $$.
Unlimited # accredited, max 35 non accredited.
Non accredited need purchaser rep and disclosure
Reg S - correct answer ✔✔US company selling overseas.
40 days holding period for debt.
1 year holding period for equity.
After-market Prospectus Requirements - correct answer ✔✔Non listed IPO: 90.
Non listed Follow on offering: 40.
Listed IPO: 25.
Small Business Issuer Criteria - correct answer ✔✔U.S or Canadian, rev of less than $25M, public float
less than $25M
Small Business Issuer Forms - correct answer ✔✔SB-1: to raise up to $10M.
SB-2: to raise unlimited amount.
WKSI - correct answer ✔✔Can use form S-3/ASR ( immediately effective, good for 3 years).
Must be a reporting co for previous 12 months.
$700M public float, $1B aggregate debt.
Statutory Prospectus - correct answer ✔✔"Red Herring", used as part of registration statement before
effective date
Omits offering price, underwriting and dealer discounts
Free Writing Prospectus - correct answer ✔✔Used as disclosure document.
Constitutes an offer to sell
Tombstone - correct answer ✔✔NOT a prospectus.
NOT an offer to sell.
Can include name, # shares, name underwriters.
Rule 147 - correct answer ✔✔Intrastate Offering.
, 100% purchasers must reside in state.
80% assets, rev, proceeds must be in state.
9 month holding period.
Reg A - correct answer ✔✔Small Issue.
US or Canada.
$5M over 12 months.
Max $1.5M proceeds to selling shareholders.
CANNOT be offered publicly.
Can provide offering circular
Reg D - correct answer ✔✔Private placement.
6 month holding period.
Reg D 504 - correct answer ✔✔Max $1M.
No limit on number/type investor
Reg D 505 - correct answer ✔✔Max $5M.
Unlimited # accredited, max 35 non accredited.
Disclosure to non-accredited only.
Reg D 506 - correct answer ✔✔Unlimited $$.
Unlimited # accredited, max 35 non accredited.
Non accredited need purchaser rep and disclosure
Reg S - correct answer ✔✔US company selling overseas.
40 days holding period for debt.
1 year holding period for equity.
