Regulation A

Regulation A, permit certain issuers to offer investment in securities without filing a formal registration statement and prospectus. General solicitation and advertising are allowed and resale is not restricted.

Regulation A has two categories, also known as tires (Tire 1 and Tire 2):

There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure, and other matters.

Under Tire 1, the maximum investment allowed in any one-year period is $20 Million. However, the number and nature of investors are not limited and no ongoing reporting requirements apply. The Company is required to issue a report on the final status of the offering.

Under Tire 2, the maximum investment allowed in any one-year period is $50 Million. There are additional requirements that apply to Tier 2 offerings. A nonaccredited investor may invest in a Tier 2 offering, an amount not exceeding 10% of the greater of the investor’s net worth or annual income. There are reporting requirements for audited financial statements as part of the offering and the filing of ongoing reports (semiannual, annual and current events).

Annual reports required an audit report by an auditor approved by the PCAOB. Semiannual reports required to be reviewed  by an auditor approved by the PCAOB.  

Issuers in Tier 2 offerings are not required to register or qualify their offerings with state securities (Blue-sky) regulators.

ELKANA AMITAI CPA registered under the PCAOB, and eligible to file reports with the SEC provides audit and review services to companies who traded in the US.

Our experience of advising listed companies, combined with our position as one of the few practices with a full service offering in both Israel and the US, allows us to offer you a unique and cost-effective service at a transparent, fixed price.

If you would like to discuss how we can tailor this service to meet your company’s particular requirements, please contact us.