NEW YORK–(BUSINESS WIRE)–The OTC Markets (OTC) provides a trading platform for the trading of securities that either do not yet qualify or determine not to trade on a national securities exchange such as Nasdaq or the NYSE. More than 12,000 stocks trade on the OTC Markets, and the companies that issue these stocks choose to trade on this platform for a variety of reasons. The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink Open Market.
Regulation A+ (ie. Tier 2 of Regulation A), initially adopted as part of the JOBS Act, continues to evolve and gain in popularity. One of the fastest growing uses of Regulation A+ is for existing SEC reporting companies, who were precluded from utilizing the offering when it was first adopted in 2015, but later added to the list of eligible users in 2018.
Regulation A+ is an excellent option for existing public companies due to two of its overarching benefits. The first of such benefits is a pre-emption of state blue sky laws saving thousands of dollars and months of compliance time for a public offering process. The second is the ability to loudly test the waters targeting both accredited and non-accredited investors. These two benefits alone lessen the regulatory burdens of small-cap companies and offer them a less costly and complex channel for raising capital.
Having onboarded over 175 Reg A+ issuers since 2019, Dalmore Group has become the go-to BD for companies looking to raise up to $75M/year from anyone over the age of 18 through Reg A+. While the majority of Dalmore’s Reg A+ issuer clients are private companies, a fast-growing segment of its issuers (over 20 at this time) are OTC companies who are using the Reg A+ exemption for a number of beneficial purposes including:
- Continuous or Delayed Offerings – Regulation A allows for continuous or delayed offerings over a two-year period;
- Premarketing of the offering – Regulation A allows for broad testing the waters and marketing during the pre-offering period;
- No Quiet Period – likewise, Regulation A issuers are not subject to a quiet period as in a standard registered offering;
- General Solicitation – Regulation A issuers can engage in broad general solicitation and advertising of the marketing at all stages;
- Fixed price on the securities at the time of qualification – all Regulation A offerings must be sold at a fixed (as opposed to variable or changing) price during the life of the offering, subject to limited changes via amendment;
- Multiple investors participation increases company shareholders – Regulation A+ investors can increase a company’s shareholder base becoming active and strong activists for the growth of the company and its future.
Etan Butler, Dalmore’s Founding Chairman states, “Dalmore has onboarded over 20 publicly traded Reg A+ issuers. With our expanding list of institutional investors seeking to invest in OTC companies through Reg A+, and our relationships with syndicate broker dealers and their retail investor bases, Dalmore is seeing a trend of OTC companies choosing the Reg A+ path to finance their capital raising needs.”
Additional advantages of Reg A+ for publicly traded companies include the ability to complete either a re-IPO, uplisting or a follow-on offering with more flexibility than an S-1 or S-3 where companies can ‘test the waters’ prior to filing a registration statement with the SEC; the flexibility to raise capital online through their own or third party websites; customer/depositors or a funding portal to complete self-underwritten public offerings; ability to clear securities in a similar manner as registered securities; and shares are freely-tradable upon issuance.
Securities attorney Laura Anthony, founding partner of Anthony L.G., PLLC, a national corporate, securities and business transactions law firm notes that “My firm has seen a definitive uptick in the popularity of Regulation A+ with OTC Markets companies as it offers the dual benefit of a registered offering and an exempt offering allowing general solicitation and advertising. Dalmore Group is an excellent partner and our go to referral source to act as broker dealer for Regulation A.”
Dalmore Group specializes in helping companies raise capital online at scale through Regulations A+, CF and D, and has onboarded over 175 Reg A+ issuers since 2019. Learn more about how Dalmore Group is leading the way for primary issuance and secondary market trading of private securities at www.dalmorefgstg.wpengine.com and keep up to date on the latest company news and information directly via Dalmore Group’s LinkedIn page.
North 6th Agency