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Tier-2 Offering Companies
Can raise up to 75M every 12 months
Is organized and operates in the U.S or Canada
Has a public float of less than 75M as of the last business day of its most recently completed semi-
annual period. Or, if no public float, had annual revenues of less than $50M as of its most recently
completed fiscal year.
Do not need to satisfy individual state Blue Sky laws.
Can advertise and take indications of interest in all 50-states prior to preparing the final offering,
commonly referred to as 'testing the waters (TTW).

Ineligible Companies
The following issuers are ineligible for a Regulation A offering:
Investment companies registered or required to be registered under the investment Company Act
of 1940, including BDC's
Blank check companies
Issuers seeking to offer and sell asset-back securities or fractional undivided interests in oil, gas, or
mineral rights.
Issuers that have been subject to any order of the SEC under Exchange Act Sections 12(j) denying,
suspending, or revoking registration, entered within the past five years.
Issuers that became subject to Exchange Act reporting requirements such as through a Tier 2
offering and did not file reports during the preceding two years.
Issuers that are disqualified under the "bad actor" rules and, in particular, Rule 262 of Regulation

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Disclaimer: DealStream has not independently verified any of the information in this listing and makes no warranty as to its accuracy or completeness. This listing does not constitute an offer to sell, solicit or make an offer to buy an investment interest. Offers to sell, or the solicitation of offers to buy, any security can only be made through official offering documents, such as a subscription agreement and private placement memorandum.