It looks like Jim Moloney wasn’t kidding around when he said in his recent statement that we should expect “a steady stream” of staff guidance in the coming months. Yesterday, Corp Fin issued 10 new Reg A CDIs and withdrew one existing CDI and issued five new Regulation Crowdfunding CDIs. Here are links to the CDIs, along with a brief description of the topics addressed in each of them:

Securities Act Rules CDIs Section 182. Rules 251 to 263

Withdrawn Question 182.05 – Addresses eligibility of voluntary filers to use Reg A.  (Withdrawn CDI predates amendments permitting reporting companies to use Reg A).

New Question 182.24 – Permits any issuer in a Reg A offering to submit draft offering statements for non-public review by the staff of the Commission regardless of whether it has previously sold securities under Reg A or in an effective registration statement.

New Question 182.25 – Permits an issuer to convert from a Tier 1 to a Tier 2 offering via a post-qualification amendment.

New Question 182.26 – Addresses when a reporting issuer must include interim financial information from its Exchange Act reports in its Form 1-A for periods more recent than those required to be presented.

New Question 182.27 – Addresses updating the amount of securities offered on the cover page of an offering circular when filing a post-qualification amendment to account for the actual amount an issuer can sell pursuant to Rule 251(a) on a going forward basis.

New Question 182.28 – Addresses advertising of Reg A offering on TV or radio, or through online ads featuring audio or visual components.

New Question 182.29 – Addresses when “testing the waters” materials are not required to be filed as exhibits.

New Question 182.31 – Addresses when securities underlying convertible, exercisable or exchangeable securities to be issued in a Reg A offering must be qualified and included in the aggregate offering price of at the same time as the overlying securities.

New Question 182.32 – Addresses when offers and sales must be suspended during the waiting period for a post-qualification amendment.

New Question 182.33 – Clarifies that exhibits may not be filed as attachments to offering circulars and addresses the procedure for filing exhibits.

Regulation Crowdfunding CDIs Rule 100 and Rule 201

New Question 100.03 – Addresses when a Reg Crowdfunding issuer may move its offering from one intermediary’s platform to another’s platform prior to making any sales.

New Question 100.04 – Clarifies that Rule 100(b)(2) will not disqualify former Exchange Act reporting company from relying on Regulation Crowdfunding.

New Question 100.05 – Addresses how the start of the 12-month period in Rule 100(a)(1) for purposes of calculating the maximum aggregate amount of securities that can be offered is determined.

New Question 100.06 – Addresses how the “annual” period is calculated for “annual income” in Rule 100(a)(2).

New Question 201.03 – Addresses annual updating requirements for Reg Crowdfunding offerings.

– John Jenkins