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Video instructions and help with filling out and completing What Form 8453 S Filing

Instructions and Help about What Form 8453 S Filing

I'm attorney Laura Anthony founding partner of Legal & Compliance a full service corporate securities and business transactions law firm today is the continuation in a lawcast series detailing testing the waters under regulation A+ in a regulation A+ offering companies can use test the waters solicitation materials both before and after the initial filing of the form 1 a registration statement after the filing of the form 1 a the testing the waters materials must include a link to the forum 18 itself on the Edgar database on the SEC website solicitation material used before qualification of the form 1 a must contain a legend stating that no money or consideration is being solicited and none will be accepted no offer to buy securities can be accepted and any offer can be withdrawn before qualification and a person's indication of interest does not create a commitment to purchase securities generally a test the waters legend appears on the bottom of a web page or on the first page of a PowerPoint or other investor deck an example of a disclosure utilized prior to the filing of a form 1 a would be no money or other consideration is being solicited for our regulation A+ offering at this time and it's sent into Acme Inc will not be accepted no offered to buy securities in a regulation A+ offering of acne can be accepted and no part of the purchase price can be received until acme's offering statement is qualified with the SEC any such offer to buy securities may be withdrawn or revoked without obligation or commitment of any kind at any time before notice of its acceptance given after the qualification date any indications of interest and acme's offering involves no obligation or commitment of any kind in addition to that pre-filing disclosure I often see and use an added disclosure similar to the following Acme Inc is testing the waters under Regulation a of the Securities Act of 1933 as amended this process allows companies to determine whether there may be interest in an eventual offering of its securities acne is not under any obligation to make an offering under Regulation a acme may choose to make an offering to some but not all of the people who indicate an interest in investing and that offering may not be under Regulation a for example acne may determine to proceed with an offering under Rule 506 C of Regulation D in which case we will only offer our securities to accredited investors as defined by rule 501 a of Regulation D if acme does go ahead with an offering under Regulation a it will only be able to make sales after it has filed an offering statement with the Securities and Exchange Commission and only after the SEC has qualified such offering statement the information in the offering statement will be more complete than the test the waters materials and could differ in important ways you must read the offering statement filed with the sec I'm securities attorney Laura Anthony founding partner of Legal & Compliance and producer of lawcast should you have any questions about today's topic please visit securitieslawblog.com and lawcast.com or contact me directly inquiries of a technical nature are always encouraged you.

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