Direct Public Offering: Regulation D - 4
Description
This article is from the Investing Articles: Public Offerings: IPO and DPO series.
Direct Public Offering: Regulation D - 4
(2) Type of information to be furnished.
(i) If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, at a reasonable time prior to the sale of securities the issuer shall furnish to the purchaser, to the extent material to an understanding of the issuer, its business and the securities being offered:
(A) Non-financial statement information. If the issuer is eligible to use Regulation A (230.251-263), the same kind of information as would be required in Part II of Form 1-A (239.90 of this chapter). If the issuer is not eligible to use Regulation A, the same kind of information as required in Part I of a registration statement filed under the Securities Act on the form that the issuer would be entitled to use.
(B) Financial statement information. (1) Offering up to $2,000,000. The information required in Item 310 of Regulation S-B (228.310 of this chapter), except that only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited.
Reproduced below is the text of Paragraph (b)(2)(i)(B)(1) as proposed to be amended in Release No. 33-7183 (85,634), June 27, 1995.
(B) Financial statement information. (1) Offering up to $2,000,000. The information required in Item 310 of Regulation S-B (228.310 of this chapter), except that only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited. If the issuer satisfies the eligibility criteria in Item 305(a) of Regulation S-B (228.305(a) of this chapter), the issuer may provide the abbreviated financial statements required by Item 305 of Regulation S-B (228.305 of this chapter) rather than the information required in Item 310 of Regulation S-B (228.310 of this chapter). End of Proposed Amendment
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(2) Offerings up to $7,500,000. The financial statement information required in Form SB-2 (239.10 of this chapter). If an issuer, other than a limited partnership, cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited. If the issuer is a limited partnership and cannot obtain the required financial statements without unreasonable effort or expense, it may furnish financial statements that have been prepared on the basis of Federal income tax equirements and examined and reported on in accordance with generally accepted auditing standards by an independent public or certified accountant.
(3) Offerings over $7,500,000. The financial statement as would be required in a registration statement filed under the Act on the form that the issuer would be entitled to use. If an issuer, other than a limited partnership, cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer's balance sheet, which shall be dated within 120 days of the start of the offering, must be audited. If the issuer is a limited partnership and cannot obtain the required financial statements without unreasonable effort or expense, it may furnish financial statement that have been prepared on the basis of Federal income tax requirements and examined and reported on in accordance with generally accepted auditing standards by an independent public or certified accountant.
(C) If the issuer is a foreign private issuer eligible to use Form 20-F (249.220f of this chapter), the issuer shall disclose the same kind of information required to be included in a registration statement filed under the Act on the form that the issuer would be entitled to use. The financial statements need be certified only to the extent required by paragraph (b)(2)(i)(B)(1), (2) or (3) of this section, as appropriate.
[Paragraph (b)(2)(i) amended in Release No. 33-6996 (85,134), effective June 3, 1993, 58 F.R. 26509.]
(ii) If the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, at a reasonable time prior to the sale of securities the issuer shall furnish to the purchaser the information specified in paragraph (b)(2)(ii)(A) or (B) of this section, and in either event the information specified in paragraph (b)(2)(ii)(C) of this section: [Amended in Release No. 33-6825 (84,404), effective April 19, 1989, 54 F. R. 11369.]
(A) The issuer's annual report to shareholders for the most recent fiscal year, if such annual report meets the requirements of 240.14a-3 or 240.14c-3 under the Exchange Act, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of the issuer's most recent Form 10-K and Form 10-KSB [17 CFR 249.310 and 249.310b] under the Exchange Act.
(B) The information contained in an annual report on Form 10-K (249.310 of this chapter) or 10-KSB (249.310b of this chapter) under the Exchange Act or in a registration statement on Form S-1 (23 .11 of this chapter), SB-1.
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