CALL US TODAY 214.725.1390
CALL US TODAY 214.725.1390
Numbers Matter Capital specializes in raising capital for small to midsize companies in the growth stages including start-ups looking to grow and move to the next level.
Numbers Matter focuses on three specific capital offerings for raising capital for companies, Regulation A+ Tier 2 "Mini-IPO", Regulation D 506b & 506c. If your company is in the growth stages and looking for capital from investors to grow and or in the incubation stages and looking for Seed Capital, then Numbers Matter is your capital raising source!
Our team of experts will handle everything for you from start to finish for your offering, our securities attorneys and GAAP accountants will ensure a smooth process to market.
All offerings are briefly explained within our website and the frequently asked questions section should give you an intelligent view of the REG A+ "Mini-IPO" offering, and the cost associated with raising capital from the public markets.
Please review all offerings and decide which Regulation offering is best suited for your company’s needs depending on how much capital is needed? Book an online No-Cost Consultation at a time convenient for you for more information.
Raise Up To $75 Million Every 12 Months from Both Non-Accredited & Accredited Investors
(SEC Qualified Offering)
Raise an Unlimited Amount of Capital Through Private Placement Offerings from Accredited Investors
(Non - SEC Qualified Offering)
What is Reg A+?
The goal of Reg A+ "Mini-IPO" is to make it easier and less expensive for small businesses to access capital while still providing investors with the protection of an SEC-qualified offering. The offering is exempt from complete SEC registration, allowing companies to raise up to $75 million in capital, with certain restrictions and requirements. To qualify for this exemption, a company must file an offering statement (Form 1-A) with the SEC that includes all pertinent information about the business and the offering. The company must also provide ongoing disclosure about its business, including financial statements and other material information.
Who is Reg A+ for?
Reg A+ is aimed primarily at small and medium-sized businesses looking to raise funds from the public, but larger companies can also use it. Because there are fewer restrictions and requirements than traditional SEC registration, Reg A+ offers a more affordable option for companies that do not have access to venture capital or other significant funding sources. Because Reg A+ is such a robust option for companies looking to raise capital, many more companies stay private longer instead of going public through a traditional IPO.
Has Reg A+ Killed the IPO?
Regulation A+ gives issuers the ability to raise up to $75 million in funding from retail investors while remaining private. With Reg A+ benefiting both companies and investors, does this mean the death of traditional IPOs?
Reg A+, part of the JOBS Act, allows companies to raise funds through the general public, not just accredited investors, but also non-accredited investors. With more and more IPOs delayed, unprecedented access to private capital is available to all organizations. With Reg A+, anyone can invest in private companies, making it increasingly popular with companies seeking capital, primarily since they can raise a significant amount of funding.
Advantages of Reg A+
Beyond lower costs than going through a traditional public offering, Reg A+ offers additional benefits for issuers and investors alike. It is a unique opportunity for investors to get involved with early-stage companies since the offering allows both nonaccredited and accredited investors to invest. At the same time, these investors can benefit from the potential for higher returns and the ability to diversify their portfolios. Investors also benefit from SEC oversight, which aims to protect them and ensure that they are investing in legitimate investment opportunities. Investors may also have options for liquidity, as securities purchased through a Reg A+ offering can be freely traded on a secondary market.
Reg A+ benefits companies because it offers a relatively simple and cost-effective way to access the public markets while accessing an increased pool of potential investors than a traditional offering. Unlike conventional VC or private equity funding routes, issuers can also retain more ownership over their business while finding investors who share the vision for the mission and direction of the company. Issuers can also benefit enormously from building brand advocates out of their investors, which can, in turn, inspire new investors or customers.
Reg A+ offers an excellent alternative for small businesses looking to raise capital without going through the lengthy and costly process of registering with the SEC for going Public. With a maximum offering cap of $75 million, Reg A+ can be used for companies of all sizes and offers investors the opportunity to access early-stage companies that they may not otherwise have access to.
At Numbers Matter Capital, our mission is to provide top-notch professional services to our clients. We strive to exceed their expectations and help them achieve their goals and that's called raising capital.
We have an in-house team of experts including former SEC Enforcement
Securities Attorneys, GAAP Accountants, Certified Public Accountants "CPA's" members PCAOB (Public Company Accounting Oversight Board ), Consultancy & Corporate Advisors who are highly experienced in their
respective fields.
Offering Structures
Our Team works togethe
We have an in-house team of experts including former SEC Enforcement
Securities Attorneys, GAAP Accountants, Certified Public Accountants "CPA's" members PCAOB (Public Company Accounting Oversight Board ), Consultancy & Corporate Advisors who are highly experienced in their
respective fields.
Offering Structures
Our Team works together to provide comprehensive solutions to our clients.
REG A+ TIER 2 "Mini IPO"
SEC Qualified Public Offering
Accredited & Non-Accredited Investors
REG D
506 (b) & 506 (c)
Private Placement Offering
Accredited Investors ONLY
Fractionalized Services
CFO & COO
Consulting & Advisory Services.
Numbers Matter Capital has been providing capital raising services to both Private & Public Companies of all sizes. We have a proven track record of success for over 25 yrs. in the industry.
Please call us at 214.725.1390 if you cannot find an answer to your question.
Regulation A (Reg A, Regulation A+ or Reg A+) is a form of equity crowdfunding that allows businesses to advertise, sell and issue securities in their company to both non-accredited and accredited investors. Under Reg A, businesses can raise up to $75M in a 12-month period and are exempt from the more involved registration requirements outlined in the Securities Act of 1933. Under Regulation A+ Tier 2.
This big difference between the two, outside of the maximum dollar limit, is that Tier 2 offerings require additional financial audit and reporting requirements in order to receive SEC qualification. Regulation A went into effect in July of 2015 after the SEC adopted the final rules under Section 401 of the JOBS Act.
Businesses who want to utilize Reg A to raise capital must file Form 1 A with the SEC which the SEC must then review and qualify prior to the investment offering going live to the general public.
Rule 506(c) of Regulation D allows companies to raise an unlimited amount of capital from an unlimited number of accredited investor. The primary SEC-regulated rules for this type of investment offering are:
1. Issuers are allowed to advertise the offering to the general public.
2. Securities must be sold to accredited investors only.
3. Issuers must take reasonable steps to formally verify the accredited status of the investor.
4. Certain other conditions must also be satisfied that relate back to the broader scope of Regulation D.
Regulation A and Regulation D are both SEC regulations that pertain to securities offerings. Regulation A, also known as “Reg A,” is a safe harbor for smaller companies to raise capital through offerings of securities. Reg A allows companies to raise up to $75 million in a 12-month period from both accredited and non-accredited investors.
Reg A offerings are typically less complex and less expensive to conduct than traditional IPOs, but they do require companies to file ongoing reports with the SEC.
Regulation D, also known as “Reg D,” provides an exemption from the registration requirements of the 1933 Securities Act for certain private offerings of securities. Rule 506 of Reg D is the most commonly used exemption and allows an unlimited amount of money to be raised, but with some restrictions, the main one being that these types of offerings can only be sold to accredited investors.
So in summary, Reg A allows companies to raise more money but with more regulatory compliance and can be sold to both accredited and non-accredited investors. Reg D is a more streamlined process that is limited to accredited investors but allows an unlimited amount of money to be raised.
The cost of purchasing a publicly traded shell for a reverse merger can range from $300k to $500k Up for a clean OTC Pink Sheet shell, up to $500k to $700k for an OTCQB and upwards of $650k to $750k for a clean OTCQX depending on the equity left in the shells.
AMEX, NASDAQ & NYSE Shells can cost anywhere from $1.5m to $4m in comparison. (most sellers of Public "Shell" Companies keep a large portion of equity shares in the deal when selling the shells).
Compared to filing an S-1 full registration for a NASDAQ IPO which can cost anywhere from $1m to $2m in legal, accounting, and other professional fees, Numbers Matter Capital will form & structure a REG A+ Tier 2 Public offering otherwise known as a "Mini IPO" for $250k to $300k all in not including marketing and promotional costs.
These SEC Qualified Offerings of up to $75m will qualify to be publicly listed on; OTCPK, OTCQB, OTCQX, AMEX, NASDAQ or NYSE public stock exchanges dependent on the company's level of qualifications at time of listing during and/or after the capital raise.
It generally takes anywhere from 3-4 months to form and structure a REG A+ TIER 2 offering depending on the amount of gathering time it takes the company to provided audited financials and other necessary documents. But in a perfect world the entire process can take place in as little as 3 months or less including the time it takes for the SEC to go through the comment period.
REG A+ Tier 2 offerings have a maximum offering duration of 12 months. Be aware though that you are not limited to a single Reg A+ Tier 2 offering. Many issuers who have completed multiple Reg A+ Tier 2 offerings use Reg A+ Tier 2 as an ongoing format for raising capital. In fact, the efficiency of your raise will improve with each Reg A+ Tier Offering and your cost of capital should go down; this is primarily related to the growth of your existing investor base (think repeat investments) as well as your email prospect list. After each successful Reg A+ Tier 2 offering, the issuer must submit for a new SEC qualification.
Numbers Matter Capital utilizes the latest in online marketing technologies and databases available of both Accredited Investors and Non-Accredited Investor's
At Numbers Matter, we utilize BIG DATA or what's called unstructured data which allows us to target any investor worldwide across the internet and mobile phones with pinpoint targeting accuracy.
Numbers Matter targets investors by accredited & non-accredited investors, investor behavior patterns, investing habits, income, vehicle types, profession, ethnicity, age, gender, geographic locations, past investments, predictive modeling & known users of Ameritrade, Scottrade, Charles Swab and other online trading platforms including Coinbase & Robinhood app users and then we saturate these investors with your offering! It's the most accurate way to target the right investors at the right time for your offerings.
If your company is targeting specific types of investor qualifications, Numbers Matter can absolutely reach the intended investor audience for your capital raise.
Please reach us at 214.725.1390 if you cannot find an answer to your question.
Numbers Matter Capital offers a variety of Professional Services including REG A+ TIER 2, REG D 506(b) & 506(c) Offerings.
We also offer Fractionized CFO & COO, Corporate Advisory & Consulting Services. But who we really are is a One Stop Shop for all your capital raising needs.
Numbers Matter Capital specializes in Start-Ups, Public Companies, Cannabis Green Tech, Real Estate, Technology, Finance, Bio Genetics, and Healthcare Industries, but has experience working with clients in all other various types of industries as well.
The short answer to us is simple, we have all the talent & relationships already in place. Our team of experts within the financial industry include former SEC Enforcement Attorneys, GAAP Accountants, Certified Public Accountants "CPA's" members PCAOB (Public Company Accounting Oversight Board ) Corporate Advisors, Consultants, Fractional CFO/COO, Investor Relations, Stock Transfer Agents, Broker Dealer Relationships and Marketing & Promotions Relationships.
When choosing Numbers Matter Capital, you're making the right choice for a speedy and smooth transition to market. These offerings can be sophisticated and time consuming thus the need for an already in place team of experts is crucial. Numbers Matter is truly your One Stop Shop for capital raises.
We love our clients, so feel free to call us at 214.725.1390
and talk to us about your Capital needs!
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