http://www.TheSecuritiesAttorneys.com Reg A – Do You Have to Comply with the State Blue Sky Laws Under Reg A, Tier 1 issuers must comply with state securities laws, the “Blue Sky” laws. Tier 1 deals are still subject to state merit review which may limit dilution, bar unsound financial condition, bar unequal voting rights, stop preferred stock, and prohibit negative net worth. These merit review limits and others may stop you from selling in particular states. Having to qualify your Tier 1 deal in many states is expensive and time consuming. The North American Securities Administrators Association is trying to implement coordinated state review. For Tier 2 deals, the states can still investigate fraud and require you to file your SEC filings with them and pay a fee. You can make your Tier 1 deal a Tier 2 deal by complying with the Tier 2 rules even if you are not raising over $20 million Tier 1 deals do not have to have audited financial statements, file annual audited financial statements with SEC, and are not subject to all the Tier 2 ongoing reporting. State securities regulation is an important consideration in a Reg A offering. Compliance with Blue Sky laws can mean much time and expense. Reportedly an issuer seeking state registration in 50 states would incur $80,000 to $100,000 in legal fees alone. Even in a Tier 2 offering, you may still have to make a simple form filing and pay fees in some states. www.TheSecuritiesAttorneys.com Want to know more? – email me at John.Lux@ Securities-Law.info (240) 200-4529 John E. Lux was in the top 5% of authors on Slideshare in 2014 and has been quoted by Bloomberg as an expert on reverse mergers www.TheSecuritiesAttorneys.com This is part of a series on Regulation A, so subscribe here for more and to learn more, go to www. TheSecuritiesAttorneys.com and get a free copy of our book “How to Go Public” Disclaimer This is not legal or investment advice of any kind Seek competent advice from qualified attorneys and investment bankers Your situation may vary The more you know about finance and business, the more you can profit

1. www.TheSecuritiesAttorneys.com
Reg A – Do You
Have to Comply
with the State Blue
Sky Laws

2. www.TheSecuritiesAttorneys.com
Under Reg A, Tier 1
issuers must
comply with state
securities laws, the
“Blue Sky” laws

3. Tier 1 deals are still
subject to state merit
review which may
limit dilution, bar
unsound financial
condition, bar
unequal voting rights,
stop preferred stock,
and prohibit negative
net worth

4. These merit review
limits and others
may stop you from
selling in particular
states

5. Having to
qualify your
Tier 1 deal in
many states is
expensive and
time consuming

6. The North American
Securities
Administrators
Association is
trying to implement
coordinated state
review

7. For Tier 2 deals,
the states can still
investigate fraud
and require you
to file your SEC
filings with them
and pay a fee

8. You can make your
Tier 1 deal a Tier 2
deal by complying
with the Tier 2
rules even if you
are not raising over
$20 million

9. Tier 1 deals do not have
to have audited
financial statements,
file annual audited
financial statements
with SEC, and are not
subject to all the Tier
2 ongoing reporting

10. State securities
regulation is an
important
consideration in a
Reg A offering

11. Compliance with
Blue Sky laws
can mean much
time and expense

12. Reportedly an issuer
seeking state
registration in 50
states would incur
$80,000 to
$100,000 in legal
fees alone

13. Even in a Tier 2
offering, you may
still have to make
a simple form
filing and pay
fees in some
states

14. www.TheSecuritiesAttorneys.com

Want to know
more? – email
me at John.Lux@
Securities-
Law.info

(240) 200-4529

15. John E. Lux was in
the top 5% of
authors on
Slideshare in
2014 and has
been quoted by
Bloomberg as an
expert on reverse
mergers

16. www.TheSecuritiesAttorneys.com
This is part of a series on Regulation
A, so subscribe here for more and
to learn more, go to www.
TheSecuritiesAttorneys.com
and get a free copy of our book
“How to Go Public”

17. Disclaimer

This is not legal or
investment advice of any
kind

Seek competent advice
from qualified attorneys
and investment bankers

Your situation may vary

The more you know about
finance and business, the
more you can profit