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FAQ

For Fundraisers

How can I raise capital for my Real Estate company using Regulation A+ ?

We are seeing more signs that Real Estate offerings are taking the early lead in Regulation A+. The facts that consumers already understand and identify with real estate as an investment are helping, as has already been shown in the Title II/Reg D field. Regulation A+ is broadening the appeal of real estate to nonaccredited investors worldwide. Another major factor is the payment of attractive rates of interest on invested capital. Consumers find that appealing and are more likely to invest as a result.   To read complete answer click on the blue button below.

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Can I Raise More Than $50 mill in a year using Reg A+?

Yes. For businesses that lend themselves to segmenting their market by geographic regions, it is possible to make multiple simultaneous offerings for one entity.

This method is particularly appropriate for RollUps, Venture Capital Funds that use 60% or more debt and 40% or less in equity holdings, and for PE funds. Another suitable use os for Real Estate offerings, which can easily be segmented by geography.

Click the Blue Button below for more on this topic.

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Which types of companies are most likely to succeed using Regulation A+ to raise capital

The companies that are best able to succeed with Reg A+ today are those that have strong consumer appeal - these are the types of companies that we see doing best:  

Real Estate is by far the leader so far with approx 50% share of dollars raised. Food & Beverage, IoT Internet of Things, Cancer cure, disease vaccines and cures, personal security, pain treatment, tech gadgets. Virtual Reality, and Augmented Reality, 3D Printing, Drones, alternative energy, electric vehicles, SmartPhone gadgets, and Apps. 

Click the Blue button below for the rest of this Article.

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Advise me how to make my Reg A+ offering succeed?

Guidance and tips how to succeed with your companies Reg A+ Offering:

There is more and more evidence that at this early stage in the Reg A+ funding market, companies must resonate strongly with consumer investors to succeed. That appeal, plus first rate marketing with front loaded impact and budget, is required to bring in consumer investors and to prove traction early. Even in offerings that are attractive to broker dealer syndicates, in most cases brokers will not act to promote an offering to their clients until early success is apparent from consumer investors.

The scope of companies that will fit Reg A+ will gradually expand as wealthy investors and institutions engage. Expect to see Registered Investment Advisors begin to allocate their clients' capital in small amounts to Reg A+ offerings over the coming year. AIG stepping in, as reported last month, is significant here.

In the open forum inherent to Reg A+ offerings, success in the first few weeks is a must to show all interested parties the offering is going well.

Companies should set a low funding minimum unless they are buying a fixed price asset. This makes easier to make the offering go live and conduct the first closing and to pay for subsequent marketing from capital raised.  To read the complete answer, click on the blue button below.

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What types of mid size companies are best suited to Regulation A+ ?

In addition to the criteria explained in the video below, the most important factor is that your company must appeal to consumer investors.  Consumer investors are the least expensive to bring to your offering, compared to accredited investors and institutional investors. Many Business to Business companies are difficult to get consumer investors interested in, with some exceptions.  

Products and services that appeal to consumers are the most likely to succeed using Reg A+. 

There are some examples in this short video:

 

What is an appropriate minimum capital raise for my companies' Reg A+ offering?

What is an appropriate minimum capital raise for my companies' SEC Filing?

The SEC is Qualifying offerings with no minimum. The advantage of a low minimum is that when the offering exceeds it, then the first closing can take place, and your company can then pay for the cost of ongoing marketing to investors from investment proceeds.  To read complete answer click on blue button below.

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Which shareholders get liquid first in a Reg A+ offering?

Which shareholders get liquid first in a Reg A+ offering?

There is no special sequence, no preference. The company itself, and any selling shareholders in an offering are made liquid on a pro-rated basis throughout the offering.  So for example, if an offering is ended at 92% of the maximum goal, then all the selling shareholders in the offering will have sold 92% of the shares that they intended to sell in that offering.

What is the best situation to use Tier 1 in Reg A+ offerings?

These are the ideal situations where Tier 1 is best:

1) All your investors are local and in one State, and the State is easy to get your Blue Sky filing approved. See the detailed list of States and how they work.

2) Your company is a bank that is exempt from State Blue Sky filing requirements.

Continued.. Click the Blue Button below:

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Can I use Reg A+ if my company is not in the US?

Yes. If you set up legal Headquarters for your company in the USA or Canada then you are allowed to use Reg A+

Click below for more details:

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What advantages are there to having a low minimum raise in my Regulation A+ offering?

A low minimum such as $100k for the first closing has some significant advantages based upon oberving companies doing Regulation A+ offerings:

1) A low minimum makes the offering real or "effective" very early in the process which matters hugely to the Broker-Dealers - they will not engage till that has taken place. The higher the  minimum, the less engagement from the Boker dealer syndicate a company will get from the syndicate, to the point where they will not engage at all.  To read complete answer click on the blue button below.

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What types of start ups suit Regulation A+ ?

See video below.

How to do Updates for my Regulation A Plus Offering?

Regulation A+ Offering Updates

You’ve heard it time and time again - communication is key. When it comes to Regulation A+ equity CrowdFunding, this is especially true. Potential investors are the backbone of your offering. It is important to be honest, transparent, candid and emotionally open from launch day through completion and on an ongoing basis thereafter.  To read complete answer click on the blue button below.

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Summarize Title IV Regulation A+ for me

Tier 1 - Raise up to $20M 

  • Anyone can invest worldwide
  • Company can publicly advertise
  • Financials required
  • Must satisfy Blue Sky laws in each US state that investors live in
  • No limit on investment amount by main street investors

Tier 2 - Raise up to $50M

  • Anyone can invest, worldwide
  • Company can publicly advertise
  • No state registration required
  • Requires Audited Financials
  • Non-accredited investors are limited to 10% of income/net worth per year

To see the rest of this FAQ, click the blue button below:

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Can I do a Reg D 506c Offering on Manhattan Street Capital?

Yes, we do put Reg D 506c Offerings on our platform when we believe that your offering will be successful. 

 

Continued below, click on the blue button. 

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What is Testing The Waters in Regulation A+ ?

Testing The Waters (TestingTheWaters(TM)) enables companies to test market themselves to see if their is enough investor interest to make a Regulation A+ capital raise successful.

The SEC created this program so companies can make this test before having to spend the time and money it takes to make an SEC filing and get an audit done. The SEC allows companies to market themselves in TestTheWaters(TM) with few restrictions. So companies can cost effectively conduct a test using social media, email, online advertising and more. During this process we provide the ability for potential investors to make non binding reservations in a company they like.   To read complete answer click on blue button below.

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I Want To Use Tier 1. How Can I make It Work Well?

Companies that will raise most of their capital outside of the US are a great fit for Tier 1 because they do not need to make Bue Sky filings in US States. 

Another good situation is when a company has all of it's likely investors in one or two States that are easy to get Blue Sky filings through.

Click the Blue Button below for more on this topic:

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Confusing aspects of Regulation A+

"I have to use a Tier 1 offering if I am raisng less than $20 mill". Not true.  Tier 2 Regulation A+ offerings start at zero, not at $20 million. Tier 1 offerings start at zero too, and they cap out at $20 mill. But Tier 2 offerings start at zero and extend up to $50 mill per company per year.  To read complete answer, click on blue button below.

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How can I use Manhattan Street Capital to raise money using Reg A+ ?

Manhattan Street Capital raises money from individual investors for select, low risk, start-ups and successful mid-sized companies. Your company can raise from $4 million to $50 million each year. (there is no actual minimum, but the fixed costs of doing a Regulation A+ offering mean that it is not efficient for raising less than $4mill. Fixed costs that need to be spent before receiving the new capital are at least approx $100k).  To read complete answer click on the blue button below.

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Who can invest in a Reg A+ offering?

Anyone! Mainstreet investors worldwide can invest under Regulation A+ at Manhattan Street Capital or FundAthena, a division of Manhattan Street Capital. Ordinary investors don’t have to be wealthy to invest! Investors are welcome from almost anywhere in the world.  To read complete answer click on blue button below.

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What does it mean to Reserve your investment in Reg A+ ?

When you like the look of a company in its informal TestTheWaters(TM)  stage, and if you would like to make a non binding reservation, we call that "Reserve my Investment". The advantages to an investor are these:

If the company later completes a capital raise, then you will have booked yourself space in that offering at the IssuePrice(TM) (the price per share at which the shares are sold by the company).  To read complete answer click on blue button below.

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Create your Reg A + offering - how to make your offering the best it can be!

At the beginning, your offering will be in the TestTheWaters(TM)  process, where you are checking to see how interesting investors find your company and the idea of investing in it.

You need to make your offering accurate (no hype), entertaining, and informative in a graphical and visually pleasing manner. As time progresses, you will make your offering more and more specific. It does not need to state the size of the capital raise you would like, the valuation, or share price at first.  To read the complete answer click on the blue button below.

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How to market your Regulation A + company offering

One of the great things about the Reg A+ system is that you are allowed to market your company widely. It's the opposite of the traditional IPO "Quiet Period". This means that you are allowed (and you won't succeed if you don't do this) to market your company and gather non-binding reservations before SEC Qualification of your Offering and after SEC Qualification, you can actively market to actual investors through all methods to generate investments.  To read complete answer click on the blue button below.

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Does Manhattan Street Capital do Title II or Title III equity Crowdfunding?

We do not support Title II or Title III Equity CrowdFunding

There are many very good platforms that do offer Title II Equity CrowdFunding, (Startup funding for Acrredited, wealthy investors only, typically raising from $50k up to $2 million), here are some of them;   To read complete answer click on blue button below.

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Is Regulation A+ allowed for International companies?

Yes. If you set up legal Headquarters for your company in the USA or Canada then you are allowed to use Reg A+ to raise capital. Most companies that take this route set up a "C" Corporation in Delaware.

See more on this topic by clicking the button below.

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Own part of a growing company - how does this work?

When a company (that you have reserved investment space for yourself in) completes all the steps at Manhattan Street Capital and completes their Qualification with the SEC, then they will be ready to raise capital. If there were any major negative changes in the company's situation or negative developments then the company may come back to the reserved investors with a reduced price per share, or perhaps a reduced size of the offering. And if the offering is heavily oversubscribed, the company may come back to you with an increased Issue Price and/or a larger offering, within the limits defined by the SEC and good practice.  To read complete answer click on the blue button below.

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Get final, get oversubscribed - what this means for your Reg A+ offering

The steps involved in "Getting Final" are these:

Convert your offering to be specific in all matters that are important to investors (we will help you learn what this includes)

Get sufficient investor reservations that, after our proprietary adjustment process is applied, you are still oversubscribed.

Get your Reg A+ offering qualified at the SEC

If your offering meets with sufficient investor enthusiasm, then at some point in the offering process you will want to start your application with the SEC. You can be conservative, and wait until your are oversubscribed. Or if time is of the essence, you can start the SEC process earlier. Average time to get Qualified is 71 days.  To read complete answer click on the blue button below. 

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Get funded! How it works in Reg A+

When your offering is oversubscribed, and your Regulation A+ offering has been qualified by the SEC, then you are ready to convert the intent of your investors with reservations into investments in exchange for shares of your stock (if they choose to do so). We will notify your investors when the funding begins and ends, ahead of time so they will be able to participate.  To read complete answer click on the blue button below.

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How much will it cost for reporting as a Reg A + public company if I take this route?

What is the ongoing cost of reporting having completed your Regulation A+ offering?

If you choose to be listed on the OTCQB market place then you’ll need to report financials once every six months with an audit once a year, and if you are listed on the OTCQX market place then you’ll need to report financials once every quarter, with an annual audit.  To read complete answer click on the blue button below.

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How does the Regulation A plus capital raising process work at MSC?

Create your offering/pitch by setting up your company's offering on the Manhattan Street Capital platform.

Once your offering is accepted by Manhattan Street Capital, you are ready to market your company's offering. We recommend you aggressively engage and market your offering to investors, who will reserve investment opportunity in your company.   To read complete answer click on blue button below.

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Details on Successful Regulation A+ offerings
  1. Issuers in 8 offerings had previously been S1 Reporting Companies and had terminated Exchange Act reporting prior to their Regulation A filing

  1. 60% have recently conducted a Reg D offering to raise capital to pay for their Reg A+ offering.

  1. Equity offerings accounted for the majority of offerings at 90% of Qualified offerings, with 10% debt. Continued, Click Blue Button.

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Can I do a management buyout or a Spinout using Reg A+ ?

Yes. If you form a new corporate entity with properly prepared pro forma financials then you can raise up to $50 million* per year by doing a Regulation A+ offering.

You can use this method to raise growth capital for the newly independent business. You cannot buy the business using this capital - the spinout or management buyout must occur first, afterwards, you can raise capital to expand the business. The type of company that will find it easiest to raise capital will have attractive pro forma sales and profit history, and will be known to a large customer base that is positively disposed to the products or services of the company.

 

*For businesses that can segment their market by geographic regions, it is possible to make multiple simultaneous offerings for one entity.

For example, let's say a company is planning to buy a series of businesses and add value to them for future sale at a profit - Private Equity is a good example. A company can establish say six regions of the US and raise capital for each region simultaneously using a dedicated Reg A+ for each region. In this example, the maximum per year would be 6x50 = $300 million per year.

My company's headquarters is not in the USA or Canada, what can I do?

If you move your company headquarters to the USA or Canada, and set up a "C" corporation or an LLC for it in the USA or Canada, then you can use RegA+ to raise capital.

When does the Audit expire for a Reg A+ Offering?

Financial statements can’t be more than 9 months old. For example, a December 31 financial statement will go stale at the end of September the following year.

The point at which you measure whether the financials are stale is at the time of (each) Form 1-A SEC filing and at the time of SEC Qualification.

Which Broker Dealer does Manhattan Street Capital work with?

We work with Fund America Technologies of NY, NY (not their Broker Dealer) to accept investments in coordination with select Transfer Agents and Escrow Banks. 

We also work with other Broker Dealers, Broker-Dealer Syndicates, Underwriters and Private Placement firms, as well as Private Equity firms to enable their investors to participate in Offerings made on Manhattan Street Capital.   To read complete answer click on blue button below.

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What's the difference between Regulation A+ and Equity CrowdFunding?

Where does your company fit with the new SEC Equity CrowdFunding rules?

The SEC just published new rules that expand Equity CrowdFunding to allow main street investors to invest in private startup companies, as a key part of the JOBS Act (they will be effective at the end of January 2016). In March, the SEC also published groundbreaking new rules called “Regulation A+” or Reg A+ for short (effective July 2015).

The capital raising landscape has now seen its biggest shift in decades. I now see a fund raising continuum using online platforms that extends from startups raising seed capital of as little as $100k up through established companies raising up to $50 million per year per company.   To read complete answer click on blue button below.

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Is Regulation A+ an Initial Public Offering - IPO?

This is not a traditional IPO. While you are allowed to use a Reg A+ offering to take your company public and list it on the NASDAQ or the NYSE, that is not a requirement, and it is not the path most companies will take because the reporting costs from being public on the big boards are very high.  An advantage of using Regulation A+ to take your company public to the NASDAQ or NYSE is that you can set a zero minimum for the Reg A+ itself and then if you do not meet the minimum listing capital raise for the NASDAQ or NYSE you can still complete the raise and get the capital. Then the option to uplist exists for a later date.

A more cost effective route is to list your company on the OTCQB, or the OTCQX, see below for more on this. Some companies are taking this route with a plan to uplist when they are more established.

Securities and Exchange Commission (SEC) rules allow for the sale and purchase of your company’s shares after the Regulation A+ offering has completed in any case. See below. As the offering company you do not have to list your stock on any market. And you are allowed to restrict liquidity on the Reg A+ shares post offering. Doing this will usually reduce the appeal of your offering to investors. This FAQ answer continues, click the blue button below:

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My company is Publicly held, can we use Reg A+ ?

Generally the answer is no.  However there are two clear exceptions:

If your company is considered by the SEC to be a "Non Reporting" company, then you can make a Reg A+ offering.

If your company has a private subsidiary, then it can conduct a Regulation A+ offering.

Cost of Taking Your Company Public Using Regulation A+, if you choose this route.

Question is what is the cost to take my company public using Regulation A+ on Manhattan Street Capital? These are the costs. The first cost is marketing so probably the minimum you could get away with for a small offering is fifty thousand dollars and the maximum would be two hundred and fifty or possibly three hundred thousand dollars in marketing cost.  To read complete answer click on blue button below.

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Do I Have To Take my Company Public To Use Regulation A+ ?

To view short video click on blue button below.

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What is the difference between a Mainstreet Investor and an Accredited Investor?

Regulation A+ allows any investor, worldwide, to invest in private companies. This is a major change in US securites law, and it means that anyone can invest, if they choose to do so, in a Reg A+ offering, after it has been Qualified by the SEC. Before Reg A+ became effective in 2015, only wealthy, Accredited investors were allowed to invest in private companies. 

The short video below explains the difference between accredited investors and mainstreet investors, in the context of Regulation A+ :

What disclosures are required in a Regulation A Plus offering?

Regulation A+ requires  detailed disclosures that are similar to but far less extensive than for a traditional public offering under the oversight of the SEC. Think of the RedHerring(TM) that you may have seen or heard of.  But with simpler requirements.      The process of filing for permission from the SEC to make a Reg A+ offering involves online work using EDGAR.  Form 1A is the document that must be filed with the SEC.   Dealing with the SEC is likely to be a multi step process.    To read complete answer click on blue button below.

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Compare a reverse merger with Reg A+

Buying a public shell is one way that mid sized companies raise equity capital to grow. It is expensive, complex, and it is sometimes difficult to get over the negative history of the old public company that failed in the past (that failure is why the shell was available to be purchased).

In comparison, Regulation A+ offerings are much simpler, less expensive and they are fresh and new.  The limit of $50 million per year per company in Reg A+ does mean that some companies that are raising larger amounts of capital will still need to go the reverse merger route.

Manhattan Street Capital will only fundraise for companies that have entered our “TestTheWaters TM ” program and been rated highly by our members, achieving a non-binding IndicationOfInterest(TM) $ level from our investors that demonstrates that the company will be over-subscribed.   To read complete answer, click on blue button below.

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What fee does Manhattan Street Capital charge?

When a company conducting a Reg A+ offering has completed the Qualification step with the SEC (typically 70 days after filing a complete Form 1-A), and when the issuing company chooses to move forward with the offering and open it up to investors, then Manhattan Street Capital charges the company making the offering the MSC bulletin board technology and administrative fee of $50 per investor in the offering (not charged for reservations). The $50 per investor fee is constant regardless of the investment amount from each investor, and it is not dependent on the total size of the capital raise. The fee is invoiced by MSC and due for payment weekly by the company raising capital, not by the investor. This fee is an obligation of the offering/issuing company regardless of the success or failure of the offering.  

For Reg D offerings and to read complete answer click on blue button below.

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What is Regulation A+?

Regulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the "Company Offerings" page on Manhattan Street Capital.

As of June 25, 2015, companies are allowed to register a Regulation A plus offering with the SEC and, when ready, raise capital in our marketplace and others.  To read complete answer click on blue button below.

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What is the "Company Offerings” Page in Regulation A plus?

Manhattan Street Capital's "Company Offerings" page is an interactive platform that gives companies the opportunity to market their offering and to engage with prospective investors. At this stage no investments can be made. This is also called TestingTheWaters(TM).

This is also the page where you will accumulate non-binding IndicationsOfInterest(TM) or ReservationsOfInvestment(TM) dollars from prospective investors. This makes it easy for companies to find out if they can successfully raise the capital they seek. During the process, companies get insights and can decide for themselves if this type of funding is right for them.  To read the complete answer click on blue button below.

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What are Tier 1 and Tier 2 Regulation A Plus offerings?

Regulation A Plus allows for two kinds of offerings, Tier 1 and Tier 2. Tier 1 allows companies to raise up to $20 million per year from individual “Main Street” investors, and of course from Angel investors worldwide. It is more difficult to make a Tier 1 offering because the company must satisfy the Blue Sky investing regulations of each state that investors reside in.  We hope that the states will work out an arrangement by which they work together to make the Tier 1 offering more practical. Here is a site that lists the State by State filing requirements so you can check your States out. The other big issue is that some States are very slow to accept filings and some are very demanding and have a high hurdle (like California in particular).  To read complete answer click on the blue button below.

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Can I Raise Capital for a Private Equity Fund using Reg A+ ?

Yes. And it is possible to raise far more than $50 millper year for one entity by making multiple simultaneous offerings for one entity.

For the rest of this topic click the Blue Button below.

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Do I Need A PCAOB Audit?

PCAOB audits are not required for your Tier 2 Regulation A offering, and of course no audit is requirred for Tier 1 offerings (although some States do require an audit).

See more on this by clicking the Blue Button below.

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What is the Reg A + funding sequence at Manhattan Street?

This short video explains:

Cost of Marketing to Investors For Your Regulation A+ Offering

For the video answer to this question, click the blue button below.

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Is it Possible To Raise Capital For a Venture Capital Fund Using Reg A+ ?

Venture Capital Funds that use 60% or more debt and 40% or less in equity holdings are allowed to use Reg A+ and they can raise far more than $50 mill per year.

Click the blue button below for more on this topic.

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My company is outside the USA, can I use Reg A+?

Yes, with two caveats;

1) You must establish the legal headquarters for your company in the USA or Canada

2) The use of proceeds from the transaction must primarily benefit the US or Canada. 

Continued, click blue button..

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What else does Manhattan Street Capital offer besides Regulation A+ fundraising?

Besides fundraising, Manhattan Street Capital offers the help and guidance for companies to navigate through a Regulation A+ offering. Through you interacting with our members and the Resources that participate on our site, we’ll help you improve your pitch to investors and refine your share offering terms.  To read complete answer click on blue button below.

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Can my company “test the market” before committing to a Reg A plus offering?

Yes. One of the great benefits of Manhattan Street Capital is our “Company Offerings” page, which allows you to TestTheWaters(TM) with our investors. You can even solicit “non-binding” IndicationsOfInterest(TM) or ReservationsOfInvestment(TM) dollars from our prospective investors. These are non-binding, but they can give you and Manhattan Street Capital a clear measure of whether your business’ value proposition is attractive to our individual investors.

Additionally this feature allows companies to ask our investors and advisor community for advice, guidance, and suggestions on how to make the company’s pitch and investment terms more attractive.

If I don't use a Broker-Dealer, which are the states that we cannot raise capital from?

The so-called "Problem States" are these: Texas, Florida, Arizona and North Dakota. As a group they account for 12% of the US investing market with Texas (6%) and Florida (4%) in the numbers one and two positions. Of course, all investors from outside the USA are allowed to invest even when you do not have a Broker-Dealer.  To read complete answer click on the blue button below.

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How much does a Regulation A+ offering cost?

As a top level view, expect that costs for a completed offering will be in the 10% of capital raised range, approximately, including all the different factors.

Fees that need to be paid before the first capital closing:

A) Legal cost for SEC filing of the Form 1-A. A reasonable estimate for the legal filing cost starts at $46k to $55k although it can cost far more if you use a large established law firm.  To read complete answer click on the blue button below.

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How long does a Regulation A Plus offering take?

In total, expect that the whole process will take from 4 to 6 months approximately.  This allows about one month to TestTheWaters(TM).

The fastest route is to start preparing to market the offering and start the Form 1-A Filing with the SEC at the same time.  To read complete answer click on the blue button below.

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When Marketing my Reg A+ Offering what words or phrases should I avoid using?

TestingTheWaters(TM) Marketing Bad Words/Sounds/Images Dictionary

This guidance applies to all marketing materials, whether used in TTW or post-qualification marketing.

“Approve”: The SEC doesn’t approve Regulation A offerings, it reviews them and them qualifies them. The SEC requires the Offering Circular to bear a legend which specifically states that the SEC isn’t approving or passing on the merits of the securities offered. Avoid any wording that implies the SEC has approved, signed off on, given the green light, or anything that even hints of approbation or any degree of merit. “Amazing”: Avoid this and similar over-the-top statements.  To read complete answer click on blue button below.

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How many investors am I allowed to have in my company with Regulation A+ ?

How many investors am I allowed to have in my company with Regulation A+ ?

There is no actual limit that we are aware of, to the number of investors.  To read complete answer click on the blue button below.

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What is the EmployYourFuture(TM) program?

This is our program to incentivize entrepreneurs to build startups that have the added clear objective of increasing employment to take charge of our future and cancel out many of the job losses that will be lost to the technology changes coming in our future already. 

Click the Blue button for more on this topic:

 

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What is a good way for me to raise capital to pay for the Reg A+ ?

One approach to consider is that Angel or VC investors that invest in your company to pay for the cost of the Regulation A+ offering can sell all or some of the shares they purchase in the Reg A+ offering itself, as a reward for them putting up the capital. The percentage of the shares that they buy which you offer to make liquid is up to you, the company, to choose. Of course, you can not guarantee that the Reg A+ offering will succeed or that it will reach its maximum.

This approach can be an attractive one to the VC or Angel (accredited) investors.

What are the financial requirements for my company?

Regulation A Plus has simplified the financial and auditing requirements compared to those of companies registering for an IPO on the NASDAQ or other public market .  To read complete answer click on the blue button below.

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What are the Listing requirements for the NASDAQ?

Below is the guide for the listing requirements for the relevant NASDAQ market - the NASDAQ Capital Market.

The primary consideration is the "Market Value of Publicly Held Stock" which essentially means stock that is in the hands of investors, not insiders.  As an example, if your company had pure investors prior to the offering that held shares valued at $5 mill at the valuation of the Reg A+ offering, then NASDAQ will require that you raise at a minimum $10 mill in the Reg A+. $5 mill + $10 mill = $15 mill.

Click the Blue Button for the complete FAQ.

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What is FundAthena?

FundAthena launched May 16th 2015, making it the world’s first online Regulation A+ marketplace.

FundAthena is a division of Manhattan Street Capital. Companies that are led by women or by truly gender diverse management teams qualify for special treatment and extra support from us.  To read complete answer click on blue button below.

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Can I keep my Reg A+ offering open Continuously?

The Problem Solved by Continuous Offerings

Before the new Reg A+, companies whose stock was already trading wanted to sell stock with the old Reg A. To do this the stock had to be reasonably priced in relation to the market price. However, the market price in small companies can be volatile. To change the price of the offering, the company had to file an amendment of its Reg A+ filing and wait weeks to get it approved by the SEC. By that time the market price would have changed and the pricing would be out of date.

The new Reg A+ allows companies to offer stock at various prices for some time after the offering is qualified by the SEC. Pricing information is filed after the sale at the time of sale as a supplement and that supplement does not require SEC review.

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How does Regulation A+ help me invest in a company?

How does Regulation A Plus help me invest in a start-up? Until Reg A Plus it was very difficult for regular, “Main Street” investors to invest in startups, or any privately held business. You had to be an accredited investor with $1 million or more in net worth.  To read complete answer click on blue button below.

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How many investors are allowed in Regulation A+?

How many investors are allowed in Regulation A+?

Reg A+ provides an exemption for securities issued in a Tier 2 offering from the registration requirements  of Section 12(g) of the Exchange Act as long as the issuer (the company selling shares) uses a registered transfer agent for the offering,  remains subject to and current in its Tier 2 SEC reporting obligations, and had a public float of  less than $75 million as of its most recently completed semiannual period (or for an issuer without   a public float, annual revenues of less than $50 million as of its most recently completed fiscal  year).  To read complete answer click on blue button below.

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What is the minimum investment amount per investor in a Regulation A Plus offering?

With a  lower minimum, your offering will be attractive to more investors. And as Registered Investment Advisors (RIAs) get involved and invest their client's savings in Reg A+ offerings, they will need a low minimum so they can spread their client's exposure over a number of companies.  To read complete answer click on blue button below.

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What are the best Title II Crowd Equity Platforms

Accredited Equity CrowdFunding (Title II): Startups raising $1mill to $4mill fit the style of equity crowdfunding platforms that have been around since Sept 2013, raising capital from accredited (wealthy) investors. Think Fundable, CrowdFunder, Angellist, EquityNet, and CircleUp as good examples of this, (there are many more good ones).

What is Manhattan Street Capital?

Manhattan Street Capital is the #1 online marketplace that connects investors with high-performing mid sized companies and select startups by leveraging SEC’s Regulation A+ (or Reg A+). MSC addresses the problem of restricted access to growth capital for mid sized companies (and select, low risk startups) by providing a platform through which to raise growth funds.  To read complete answer click on blue button below.

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What are the minimum requirments to list on the OTCQB and OTCQX?

There is no minimum capital required to be raised for OTCQB or OTCQX listing. 

Click the button below for more detail ion this topic

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Key Reg A+ terms at Manhattan Street Capital
  • This is a partial list of key and Trademarked terms on Manhattan Street Capital.
  • AddOnOffering™: A company issues additional shares, thereby increasing the size of their original offering.
  • EffectiveDate™: The first day when shares in an offering are sold.
  • FinalProspectus™: After a company has completed Regulation A+ and SEC registration, a prospectus with the number of shares and offering price is made available through FundAthena. 
  • HotIssue™: An issue is hot when the accumulated IndicationsOfInterest™ far exceed the offering amount in dollar terms.
  • IssuePrice™: The actual price shares will be sold to the public.
  • OfferingPrice™: The planned price per share in an Offering.
  • OfferingRange™: The price range that the offering company expects to sell its shares to the public.
  • PracticalPublicOffering(TM). Also called PPO(TM) Term describes the method in which a privately owned company can conduct a Practical Public Offering in which its shares are made liquid and publicly tradeable by using Regulation A+ as a capital raising system. 
  • PreliminaryProspectus™: The non final offering by a company detailing the business, business strategy, historical financial statements, explanation of recent financial results, and the management teams background and ownership.
  • ReservationsOfInvestment™: ReservationsOfInvestment(TM) are not investments, and they are not binding. They book an opportunity to buy shares at the Issue Price in the future.
  • TestTheWaters(TM): This is the stage when a company is checking to see if their products, market and their plans for using the capital they wish to raise meet with the approval of potential investors. In the process, the company is under no obligation to sell shares to investors.
  • SecondaryOffering™: When a company returns after one year, to make another Reg A+ Offering.
  • RatedResources™: Resources suggested by members to accelerate the state of readiness for raising capital.
  • CrowdAnalyst™: Analysts follow companies in the marketplace, research the market and competitors, and make forecasts of the companies' revenues and profits. The program is designed for a stable share price in the aftermarket.   
  • IndicationsOfInterest™: IndicationsOfInterest(TM) gathers multiple non binding ways to bookings of the opportunity to buy shares at the Issue Price in the future.
  • IndicationOfInterest(TM): A non binding way for an investor to book the opportunity to buy shares at the Issue Price in the future
  • Simple Public Offering(TM) and Simple Public Offerings(TM) The terms we use to describe an offering on Manhattan Street Capital and contrast it with an IPO.
What is Regulation A+?

Regulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the "Company Offerings" page on Manhattan Street Capital.

Since June 25, 2015, companies have been allowed to apply to make a Regulation A plus offering with the SEC and, when ready, raise capital in our marketplace and others. We are the first Regulation A+ marketplace. Manhattan Street Capital and FundAthena, a division of Manhattan Street Capital, will only fundraise for companies that we have reviewed and approved to list their offering on the "Company Offerings" Page and have been rated highly by our members, achieving a non-binding ReservationsOfInvestment (TM) $ level from our investors that demonstrates that the company will achieve it's funding goal, or be over-subscribed.  To read complete answer click on blue button below.

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How is Regulation A + different from Kickstarter?

With Kickstarter, individuals contribute money to help fund creative projects or pre-order products before they come to market, but those contributors have no ownership. With Manhattan Street Capital, you are actually selling equity (shares) in your company as you raise capital.

Why “Athena?”

FundAthena is a division of Manhattan Street Capital.

In Greek mythology, Athena was the goddess of wisdom, intellect, and heroic endeavor. She was a stalwart partner to many Greek God figures, helping them succeed. In the same way, FundAthena is a partner for companies with top-notch gender diverse and women-led teams, helping guide them and match them with the funding, business strategy, and advisory support they need to accelerate their businesses.

What companies can use Regulation A+ to raise capital?

Any U.S. or Canadian company in good standing can use Regulation A+ funding to raise capital.  Reg A+ best suits successful companies that want to raise between $2million and $50million per year.  Typically mid stage companies with a proven track record will work best.   To read complete answer click on the blue button below.

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What companies can not raise capital under Regulation A Plus?

Regulation A Plus does not allow funding for the following:

  • Foreign issuers (not counting Canadians)
  • U.S. or Canadian companies with principal offices outside the U.S. or Canada
  • Investment companies as defined by the Investment Company Act of 1940
  • Public companies that are "Reporting"   This answer continues, click the Blue Button.
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What kind of disclosures will my company have to adhere to?

Regulation A+ requires detailed disclosures that are similar to but far less extensive than for a traditional public offering under the oversight of the SEC. Think of the RedHerring(TM) that you may have seen or heard of.  But with simpler requirements.  The process of filing for permission from the SEC to make a Regulation A plus  offering involves online work using EDGAR.  Form 1A is the document that must be filed with the SEC.   Dealing with the SEC is likely to be a multi-step process.     To read complete answer click on blue button below.

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Why the middle class is shrinking

See the Harvard Business Review Video which discusses this trend in a few minutes

Click the Blue Button below

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What kind of funding is not allowed under Reg A+?

RegA+ does not allow funding for the following:

  • Companies with headquarters outside the U.S. or Canada. It is fine to move or set up the legal headquarters in the US or Canada for international businesses.
  • Investment companies as defined by the Investment Company Act of 1940. Pure venture capital firms cannot use Reg A+. VC firms that are Debt based (minimum of 60% debt holdings) are allowed to use Reg A+
  • Public companies. Non-reporting public companies are allowed to use Regulation A+   To read complete answer click on blue button below.
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Phone Number for Manhattan Street Capital?

The phone number is 858 366 2585

858 848 9566

For Investors

Who can invest in Reg D offerings?

Only Accredited investors are allowed to invest in Reg D offerings, this is a rule made by the SEC. 

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How do I Engage with the company as an investor?

An important part of Manhattan Street Capital is the open exchange of advice, suggestions and feedback from our investor community to our offering companies.  The more input you give to the companies, the better their offerings will become, and the more fun you will have, from the knowledge that you have helped, and by sharing the journey.  By actively involving yourself, you will learn more about the company, the style of its leaders, and their strategy. It is a form of due diligence for you. And you get to help the companies that you interact with.

Do I have to take my company public in a Reg A+ offering?

No. You can choose not to list your company on a marketplace, and then your shares will not be public.  Regulation A+ allows you to make your shares liquid after the offering, but it is not required.

How do I get information about Regulation A+ companies?

You can find information about companies you’re interested in here at Manhattan Street Capital. We will be a source of information before and after you purchase. You can also contact the company directly or through us. And of course we encourage you to dig deeply using the Internet and all resources available to you.

What are the Risks from investing in early stage companies?

There are risks that you must consider when making an investment in a startup company or early stage company on Manhattan Street Capital. Investing in startups is very risky, speculative, and investments should not be made by anyone who cannot afford to lose their entire investment.

Carefully consider the risks associated with the type of investment, security, and business before making any investment decision.

Investment Risks

Principal risk: Investing in start-ups will put the entire amount of your investment at risk. There are many situations in which the company may fail completely or you may not be able to sell the stock that you own in the company. In these situations, you may lose the entire amount of your investment. For investments in startups, total loss of capital is a highly likely outcome. Investing in startups involves a high level of risk and you should not invest any funds unless you are able to bear the entire loss of the investment.  To read complete answer click on the blue button below.

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Are there limits on selling my Regulation A + shares?

Regulation A+ doesn’t require any limits on when you sell, though the offering company can do so (not expected often). Through a two step process, an Issuer (company selling stock) can make their post offering Reg A+ shares tradable on one of the OTC markets.  Right now, dedicated markets to sell Regulation A+ shares don’t exist, but this is a brand new way to invest and just getting started. Many offering companies will elect to register their shares so they can be sold on one of the OTC markets - the OTCQB or OTCQX.

What is the "Company Offerings" Page in Reg A+ ?

Manhattan Street Capital's "Company Offerings" page is an interactive platform that gives companies the opportunity to market their offering and to engage with prospective investors. No investing is done in this stage. Also called TestingTheWaters(TM).  To read complete answer click on blue button below.

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What is the "TestTheWaters™" program in Regulation A + ?

Manhattan Street Capital gives companies the opportunity to “TestTheWaters™” and get feedback from prospective investors to help improve offerings.

Companies can solicit non-binding IndicationsOfInterest(TM) of investment dollars from prospective investors.  To read complete answer click on blue button below.

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How does Manhattan Street Capital help me, I am an investor?

Manhattan Street Capital is a marketplace that shows companies to individual investors. We give you open access to information about the companies as well as access to ask them questions so you can make a decision. Then we facilitate the transaction and work with a Broker Dealer to exchange invested money into shares of stock.  To read complete answer click on blue button below.

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Key terms at Manhattan Street Capital
  • RatedResources™: Resources suggested by members to accelerate the state of readiness for raising capital.
  • CrowdAnalyst™: Analysts follow companies in the marketplace, research the market and competitors, and make forecasts of the companies' revenues and profits. The program is designed for a stable share price in the aftermarket. 
  • TestTheWatersAudion(TM) Informal way to test market a company offering at low cost to evaluate interest from investors, before spending money on audits etc
  • TestTheWaters(TM) the SEC allows companies to test market their offerings before filing for a Reg A+ offering. This answer continues, click the blue button below:
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Summarize Title IV Regulation A+ for me

Tier 1 - Raise up to $20M 

  • Anyone can invest worldwide
  • Company can publicly advertise
  • Financials required
  • Must satisfy Blue Sky laws in each US state that investors live in
  • No limit on investment amount by main street investors

Tier 2 - Raise up to $50M

  • Anyone can invest, worldwide
  • Company can publicly advertise
  • No state registration required
  • Requires Audited Financials
  • Non-accredited investors are limited to 10% of income/net worth per year

To see the rest of this FAQ, click the blue button below:

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Who can invest in a Reg A+ offering?

Anyone! Mainstreet investors worldwide can invest under Regulation A+ at Manhattan Street Capital or FundAthena, a division of Manhattan Street Capital. Ordinary investors don’t have to be wealthy to invest! Investors are welcome from almost anywhere in the world.  To read complete answer click on blue button below.

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What does it mean to Reserve your investment in Reg A+ ?

When you like the look of a company in its informal TestTheWaters(TM)  stage, and if you would like to make a non binding reservation, we call that "Reserve my Investment". The advantages to an investor are these:

If the company later completes a capital raise, then you will have booked yourself space in that offering at the IssuePrice(TM) (the price per share at which the shares are sold by the company).  To read complete answer click on blue button below.

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Does Manhattan Street Capital do Title II or Title III equity Crowdfunding?

We do not support Title II or Title III Equity CrowdFunding

There are many very good platforms that do offer Title II Equity CrowdFunding, (Startup funding for Acrredited, wealthy investors only, typically raising from $50k up to $2 million), here are some of them;   To read complete answer click on blue button below.

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Own part of a growing company - how does this work?

When a company (that you have reserved investment space for yourself in) completes all the steps at Manhattan Street Capital and completes their Qualification with the SEC, then they will be ready to raise capital. If there were any major negative changes in the company's situation or negative developments then the company may come back to the reserved investors with a reduced price per share, or perhaps a reduced size of the offering. And if the offering is heavily oversubscribed, the company may come back to you with an increased Issue Price and/or a larger offering, within the limits defined by the SEC and good practice.  To read complete answer click on the blue button below.

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Get funded! How it works in Reg A+

When your offering is oversubscribed, and your Regulation A+ offering has been qualified by the SEC, then you are ready to convert the intent of your investors with reservations into investments in exchange for shares of your stock (if they choose to do so). We will notify your investors when the funding begins and ends, ahead of time so they will be able to participate.  To read complete answer click on the blue button below.

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How does the Regulation A plus capital raising process work at MSC?

Create your offering/pitch by setting up your company's offering on the Manhattan Street Capital platform.

Once your offering is accepted by Manhattan Street Capital, you are ready to market your company's offering. We recommend you aggressively engage and market your offering to investors, who will reserve investment opportunity in your company.   To read complete answer click on blue button below.

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Can I do a management buyout or a Spinout using Reg A+ ?

Yes. If you form a new corporate entity with properly prepared pro forma financials then you can raise up to $50 million* per year by doing a Regulation A+ offering.

You can use this method to raise growth capital for the newly independent business. You cannot buy the business using this capital - the spinout or management buyout must occur first, afterwards, you can raise capital to expand the business. The type of company that will find it easiest to raise capital will have attractive pro forma sales and profit history, and will be known to a large customer base that is positively disposed to the products or services of the company.

 

*For businesses that can segment their market by geographic regions, it is possible to make multiple simultaneous offerings for one entity.

For example, let's say a company is planning to buy a series of businesses and add value to them for future sale at a profit - Private Equity is a good example. A company can establish say six regions of the US and raise capital for each region simultaneously using a dedicated Reg A+ for each region. In this example, the maximum per year would be 6x50 = $300 million per year.

What's the difference between Regulation A+ and Equity CrowdFunding?

Where does your company fit with the new SEC Equity CrowdFunding rules?

The SEC just published new rules that expand Equity CrowdFunding to allow main street investors to invest in private startup companies, as a key part of the JOBS Act (they will be effective at the end of January 2016). In March, the SEC also published groundbreaking new rules called “Regulation A+” or Reg A+ for short (effective July 2015).

The capital raising landscape has now seen its biggest shift in decades. I now see a fund raising continuum using online platforms that extends from startups raising seed capital of as little as $100k up through established companies raising up to $50 million per year per company.   To read complete answer click on blue button below.

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Is Regulation A+ an Initial Public Offering - IPO?

This is not a traditional IPO. While you are allowed to use a Reg A+ offering to take your company public and list it on the NASDAQ or the NYSE, that is not a requirement, and it is not the path most companies will take because the reporting costs from being public on the big boards are very high.  An advantage of using Regulation A+ to take your company public to the NASDAQ or NYSE is that you can set a zero minimum for the Reg A+ itself and then if you do not meet the minimum listing capital raise for the NASDAQ or NYSE you can still complete the raise and get the capital. Then the option to uplist exists for a later date.

A more cost effective route is to list your company on the OTCQB, or the OTCQX, see below for more on this. Some companies are taking this route with a plan to uplist when they are more established.

Securities and Exchange Commission (SEC) rules allow for the sale and purchase of your company’s shares after the Regulation A+ offering has completed in any case. See below. As the offering company you do not have to list your stock on any market. And you are allowed to restrict liquidity on the Reg A+ shares post offering. Doing this will usually reduce the appeal of your offering to investors. This FAQ answer continues, click the blue button below:

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What is the difference between a Mainstreet Investor and an Accredited Investor?

Regulation A+ allows any investor, worldwide, to invest in private companies. This is a major change in US securites law, and it means that anyone can invest, if they choose to do so, in a Reg A+ offering, after it has been Qualified by the SEC. Before Reg A+ became effective in 2015, only wealthy, Accredited investors were allowed to invest in private companies. 

The short video below explains the difference between accredited investors and mainstreet investors, in the context of Regulation A+ :

What disclosures are required in a Regulation A Plus offering?

Regulation A+ requires  detailed disclosures that are similar to but far less extensive than for a traditional public offering under the oversight of the SEC. Think of the RedHerring(TM) that you may have seen or heard of.  But with simpler requirements.      The process of filing for permission from the SEC to make a Reg A+ offering involves online work using EDGAR.  Form 1A is the document that must be filed with the SEC.   Dealing with the SEC is likely to be a multi step process.    To read complete answer click on blue button below.

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Compare a reverse merger with Reg A+

Buying a public shell is one way that mid sized companies raise equity capital to grow. It is expensive, complex, and it is sometimes difficult to get over the negative history of the old public company that failed in the past (that failure is why the shell was available to be purchased).

In comparison, Regulation A+ offerings are much simpler, less expensive and they are fresh and new.  The limit of $50 million per year per company in Reg A+ does mean that some companies that are raising larger amounts of capital will still need to go the reverse merger route.

Manhattan Street Capital will only fundraise for companies that have entered our “TestTheWaters TM ” program and been rated highly by our members, achieving a non-binding IndicationOfInterest(TM) $ level from our investors that demonstrates that the company will be over-subscribed.   To read complete answer, click on blue button below.

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What is Regulation A+?

Regulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the "Company Offerings" page on Manhattan Street Capital.

As of June 25, 2015, companies are allowed to register a Regulation A plus offering with the SEC and, when ready, raise capital in our marketplace and others.  To read complete answer click on blue button below.

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What is the "Company Offerings” Page in Regulation A plus?

Manhattan Street Capital's "Company Offerings" page is an interactive platform that gives companies the opportunity to market their offering and to engage with prospective investors. At this stage no investments can be made. This is also called TestingTheWaters(TM).

This is also the page where you will accumulate non-binding IndicationsOfInterest(TM) or ReservationsOfInvestment(TM) dollars from prospective investors. This makes it easy for companies to find out if they can successfully raise the capital they seek. During the process, companies get insights and can decide for themselves if this type of funding is right for them.  To read the complete answer click on blue button below.

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What are Tier 1 and Tier 2 Regulation A Plus offerings?

Regulation A Plus allows for two kinds of offerings, Tier 1 and Tier 2. Tier 1 allows companies to raise up to $20 million per year from individual “Main Street” investors, and of course from Angel investors worldwide. It is more difficult to make a Tier 1 offering because the company must satisfy the Blue Sky investing regulations of each state that investors reside in.  We hope that the states will work out an arrangement by which they work together to make the Tier 1 offering more practical. Here is a site that lists the State by State filing requirements so you can check your States out. The other big issue is that some States are very slow to accept filings and some are very demanding and have a high hurdle (like California in particular).  To read complete answer click on the blue button below.

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What is the EmployYourFuture(TM) program?

This is our program to incentivize entrepreneurs to build startups that have the added clear objective of increasing employment to take charge of our future and cancel out many of the job losses that will be lost to the technology changes coming in our future already. 

Click the Blue button for more on this topic:

 

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What are the financial requirements for my company?

Regulation A Plus has simplified the financial and auditing requirements compared to those of companies registering for an IPO on the NASDAQ or other public market .  To read complete answer click on the blue button below.

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What is FundAthena?

FundAthena launched May 16th 2015, making it the world’s first online Regulation A+ marketplace.

FundAthena is a division of Manhattan Street Capital. Companies that are led by women or by truly gender diverse management teams qualify for special treatment and extra support from us.  To read complete answer click on blue button below.

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How does Regulation A+ help me invest in a company?

How does Regulation A Plus help me invest in a start-up? Until Reg A Plus it was very difficult for regular, “Main Street” investors to invest in startups, or any privately held business. You had to be an accredited investor with $1 million or more in net worth.  To read complete answer click on blue button below.

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What is Manhattan Street Capital?

Manhattan Street Capital is the #1 online marketplace that connects investors with high-performing mid sized companies and select startups by leveraging SEC’s Regulation A+ (or Reg A+). MSC addresses the problem of restricted access to growth capital for mid sized companies (and select, low risk startups) by providing a platform through which to raise growth funds.  To read complete answer click on blue button below.

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Key Reg A+ terms at Manhattan Street Capital
  • This is a partial list of key and Trademarked terms on Manhattan Street Capital.
  • AddOnOffering™: A company issues additional shares, thereby increasing the size of their original offering.
  • EffectiveDate™: The first day when shares in an offering are sold.
  • FinalProspectus™: After a company has completed Regulation A+ and SEC registration, a prospectus with the number of shares and offering price is made available through FundAthena. 
  • HotIssue™: An issue is hot when the accumulated IndicationsOfInterest™ far exceed the offering amount in dollar terms.
  • IssuePrice™: The actual price shares will be sold to the public.
  • OfferingPrice™: The planned price per share in an Offering.
  • OfferingRange™: The price range that the offering company expects to sell its shares to the public.
  • PracticalPublicOffering(TM). Also called PPO(TM) Term describes the method in which a privately owned company can conduct a Practical Public Offering in which its shares are made liquid and publicly tradeable by using Regulation A+ as a capital raising system. 
  • PreliminaryProspectus™: The non final offering by a company detailing the business, business strategy, historical financial statements, explanation of recent financial results, and the management teams background and ownership.
  • ReservationsOfInvestment™: ReservationsOfInvestment(TM) are not investments, and they are not binding. They book an opportunity to buy shares at the Issue Price in the future.
  • TestTheWaters(TM): This is the stage when a company is checking to see if their products, market and their plans for using the capital they wish to raise meet with the approval of potential investors. In the process, the company is under no obligation to sell shares to investors.
  • SecondaryOffering™: When a company returns after one year, to make another Reg A+ Offering.
  • RatedResources™: Resources suggested by members to accelerate the state of readiness for raising capital.
  • CrowdAnalyst™: Analysts follow companies in the marketplace, research the market and competitors, and make forecasts of the companies' revenues and profits. The program is designed for a stable share price in the aftermarket.   
  • IndicationsOfInterest™: IndicationsOfInterest(TM) gathers multiple non binding ways to bookings of the opportunity to buy shares at the Issue Price in the future.
  • IndicationOfInterest(TM): A non binding way for an investor to book the opportunity to buy shares at the Issue Price in the future
  • Simple Public Offering(TM) and Simple Public Offerings(TM) The terms we use to describe an offering on Manhattan Street Capital and contrast it with an IPO.
What is Regulation A+?

Regulation A+ (or “Reg A+”) is a new way to raise capital created by the Securities Exchange Commission (SEC). Effective March 25, 2015, SEC rules allow companies to test the attractiveness of their company offering to the investor market. This is the "Company Offerings" page on Manhattan Street Capital.

Since June 25, 2015, companies have been allowed to apply to make a Regulation A plus offering with the SEC and, when ready, raise capital in our marketplace and others. We are the first Regulation A+ marketplace. Manhattan Street Capital and FundAthena, a division of Manhattan Street Capital, will only fundraise for companies that we have reviewed and approved to list their offering on the "Company Offerings" Page and have been rated highly by our members, achieving a non-binding ReservationsOfInvestment (TM) $ level from our investors that demonstrates that the company will achieve it's funding goal, or be over-subscribed.  To read complete answer click on blue button below.

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How is Regulation A + different from Kickstarter?

With Kickstarter, individuals contribute money to help fund creative projects or pre-order products before they come to market, but those contributors have no ownership. With Manhattan Street Capital, you are actually selling equity (shares) in your company as you raise capital.

Why “Athena?”

FundAthena is a division of Manhattan Street Capital.

In Greek mythology, Athena was the goddess of wisdom, intellect, and heroic endeavor. She was a stalwart partner to many Greek God figures, helping them succeed. In the same way, FundAthena is a partner for companies with top-notch gender diverse and women-led teams, helping guide them and match them with the funding, business strategy, and advisory support they need to accelerate their businesses.

What companies can use Regulation A+ to raise capital?

Any U.S. or Canadian company in good standing can use Regulation A+ funding to raise capital.  Reg A+ best suits successful companies that want to raise between $2million and $50million per year.  Typically mid stage companies with a proven track record will work best.   To read complete answer click on the blue button below.

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Why the middle class is shrinking

See the Harvard Business Review Video which discusses this trend in a few minutes

Click the Blue Button below

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Can I stop reporting results for my Tier 2 funded company after the offering?

Yes. In the spcial circumstance where the following conditions apply;

1) You have kept up to date with your SEC reporting obligations, 

Click blue button

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Summary description of Reg CF Equity Crowd Investing

Seed Equity CrowdFunding, known as Title III: Startups raising $100k up to $1 mill in seed capital fit the newly expanded main street equity crowdfunding rules nicely. This means that main street investors (both accredited and non-accredited individuals) worldwide can now buy shares in your company. The smaller the capital raise, the less demanding the disclosure rules, with break points at $100k and $500k. We can expect many of the existing equity crowdfunding platforms to now expand to include main street investors. Click the blue button below to continue reading this article ...

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