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Reg A+ has become an increasingly popular way for small companies to access the public markets in recent years, but as Meredith blogged a few months ago, the growth in the number of Reg A offerings has been accompanied by compliance issues that have attracted the attention of the SEC’s Division of Enforcement.  If you’d like to get up to speed on the SEC’s concerns about Reg A+ deals, check out this recent Goodwin memo, which highlights both recent enforcement actions and comment trends.

This excerpt addresses the Staff’s comments on potential “at-the-market offerings” which aren’t permitted under Reg A+ and which have also been the subject of enforcement proceedings:

Similar to the Enforcement Division proceedings noted above, a number of comments focused on whether Reg A+ issuers were conducting delayed offerings or offerings at other than a fixed price. As noted above, delayed offerings and at-the-market offerings are not permitted under Reg A+. One issuer argued that the offering was not an at-the-market offering because there was no existing trading market for the issuer’s securities. It is unclear if the Staff accepted this argument or one of the other arguments made by the issuer that the offering was not an at-the-market offering. We agree that an offering should not be considered an at-the-market offering if there is no “existing trading market.”

If you’ll permit me, I’d like to close this blog by noting sort of a personal milestone – this is my 1,000th blog on TheCorporateCounsel.net and it comes on the same week as I celebrated my 7th anniversary of joining the team here. I’d like to say thanks to each of you for reading these blogs over the years & for reaching out to share your own insights. I’ve had a lot of fun and hope to continue to hang around here for a few more years or until our generative AI overlords kick me out, whichever comes first.

– John Jenkins