SEC Issues New C&DIs On Regulation A

On September 14, 2017, the staff of the SEC's Division of Corporation Finance (the "Staff") issued three new compliance and disclosure interpretations ("C&DIs") addressing Regulation A offerings with a concurrent Exchange Act registration and clarifying when financial statements must be current and when annual and quarterly financial statements must be filed.  Highlights of the C&DIs (Questions 182.21, 182.22 and 182.23) include, among other things, the following guidance:

• When an issuer registers a class of its securities pursuant to the Exchange Act on a Form 8-A concurrently with (i.e., within 5 days after) the qualification of a post-qualification amendment to a Form 1-A, the financial statements in the post-qualification amendment must be current at the time it is qualified.