SEC Amends Exempt Offering Framework

In an effort to expand access to capital markets for issuers and investors, on November 2, 2020 the SEC announced that it had approved amendments to certain of its rules relating to exempt private offerings.

Among other things, the amendments:

  • establish a new framework for analyzing the integration of multiple offerings, and allow a registrant to avoid integration if it fits within one of four new safe harbors;
  • increase the offering limits for Regulation A, Regulation Crowdfunding, and Rule 504 offerings, and revise certain individual investment limits;
  • set clear and consistent rules governing certain offering communications, including permitting certain ‘test-the-waters’ and ‘demo day’ activities; and
  • harmonize certain disclosure and eligibility requirements and bad actor disqualification provisions.

SEC Harmonizes and Improves Exempt Offering Framework