NASAA’s Coordinated Review Program for Regulation A Offerings
Resources
- Coordinated Review Application Sec 3(b)
- Cover Memo and Application Fee Submission
- Review Protocol
- Coordinated Review FAQs
- Illustrated Timeline
- State Filing Requirements
Overview
The Coordinated Review Program for Regulation A Offerings is designed to facilitate the filing of Regulation A offerings in multiple U.S. jurisdictions. As more fully explained in the review protocol, a filer completes the Form CR-3(b) and submits it together with the Form 1-A and exhibits to Washington State by email. Filers should use the following email address when submitting registration materials: securitiesregistration@dfi.wa.gov. Filing fees should be mailed separately to each U.S. jurisdiction in which the issuer is seeking registration. The issuer’s name should be noted on the check, or the issuer may include a copy of the first page of the Form 1-A to identify the offering for which the fee is being submitted.
Pursuant to the review protocol, a lead merit and a lead disclosure examiner will be appointed to manage the review of the offering. If the issuer is not applying for registration in a state that applies merit standards, then only a lead disclosure examiner will be appointed. The participating jurisdictions will use the applicable NASAA statements of policy as modified by the review protocol. The review protocol provides relief from the statements of policy as follows:
- The Statement of Policy Regarding Promoters’ Equity Investment does not apply;
- The Statement of Policy Regarding Promotional Shares applies except that one-half (1/2) of any promotional shares required to be locked-in or escrowed shall be released on the first and second anniversary of the date of completion of the offering, such that all shares shall have been released from lock-in or escrow by the second anniversary of the date of completion of the offering; and
- The Statement of Policy Regarding Loans and Other Material Affiliated Transactions shall apply except that the disclosure document shall not be required to include representation by counsel to the issuer as contemplated in Section VII.C.3 of the policy.
The lead examiners will have primary responsibility for coordinating the preparation of a comment letter outlining any deficiencies in the materials filed. The review protocol has specific timeframes for the review of the offering materials and an expedited schedule for completion of the initial comment letter. If there are no deficiencies, the lead examiner(s) will clear the offering within 21 business days of filing. Further, an issuer’s response to comments will be reviewed within five (5) business days of receipt. Issuers should direct their responses to comment letters and any questions to the lead examiner(s). Issuers are encouraged to respond to the comments in a timely manner in order to help facilitate a timely registration of the offering.
Other Resources
- The full list of NASAA’s Statements of Policy and the contents of each policy are available here.
- Small Business and the SEC (contains information about Regulation A)
