Exempt Offerings

Subscribe to Exempt Offerings via RSS

In the second update to the Securities and Exchange Commission’s Division of Corporation Finance’s Compliance and Disclosure Interpretations in less than a week, on February 17, 2025, the Staff turned its attention to exempt offerings, focusing on Regulation A (“Reg A”) and Regulation Crowdfunding (“Reg CF”).  All the guidance below, except where otherwise noted, is…

IPOs and Small Public Companies

As we noted in our prior post, the Office of the Advocate for Small Business Capital Formation recently issued its Staff Report for fiscal year 2025, which provides information on the Office’s activities.  We discussed the Report’s findings with respect to reliance on exempt offerings as well as…

The Office of the Advocate for Small Business Capital Formation recently issued its Staff Report for fiscal year 2025, which provides information on the Office’s activities.  As do prior reports, this Report provides a perspective and data on capital formation related to small and emerging businesses and exempt offerings; data related to mature and…

Today, the US House of Representatives passed a bipartisan capital formation bill, H.R. 3383 or the Incentivizing New Ventures and Economic Strength Through Capital Formation (“INVEST”) Act of 2025, 302 to 123. Announced by the US House Committee on Financial Services (the “Financial Services Committee”) on December 2, 2025, the INVEST Act includes more than…

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed…

Join us at the Practising Law Institute’s Private Placements and Hybrid Securities Offerings 2025 conference.

This annual conference provides an overview of the legal framework applicable to private and exempt offerings, covering the basics of private placements, resales of restricted securities, Rule 701, Rule 144, Section 4(a)(1-1/2) transactions and block trades, and private secondary transactions. …

On December 20, 2024, FINRA requested public comment on its proposed rule changes to Rules 5110 (Underwriting Terms and Arrangements), 5121 (Public Offerings of Securities With Conflicts of Interest) and 5123 (Private Placements of Securities).  These proposed rule changes stem from comments received from the public in response to the May 2023 Regulatory Notice 23-09…

The Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation issued its 2024 Annual Report just recently.  The Office is required to deliver an annual report to Congress, to the Committee on Banking, Housing and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the U.S. House…

Exempt and Hybrid Securities Offerings, published by the Practising Law Institute, is both a comprehensive reference on exempt and hybrid securities offerings, including the history and evolution of exempt offering exemptions, and a practical handbook, with step-by-step guides, practice pointers, and forms. Co-author Anna Pinedo’s 2024 update includes guidance on market trends, rule changes, enforcement…

In its Annual Report (the “Report”), the Securities and Exchange Commission’s Office of the Advocate for Small Business Capital Formation (OASB) provides data on the reliance by private and public companies on exempt offerings to raise capital.  Based on data provided by the SEC’s Division of Economic and Risk Analysis, between July 1, 2022 and…