Regulation A (Small Issue Exemption)
Bibliographic record
Abstract
This chapter discusses the policies, procedures, and controls required to follow Regulation A. Regulation A is described in the Rules 251 through 263 of Securities and Exchange Commission (SEC) and provides an exemption from the securities registration requirements of the Securities Act of 1933, on the grounds that a smaller securities issuance does not warrant registration. Regulation A allows exemption from registration if the offering is no larger than $5 million in aggregate per year. Of this amount, no more than $1.5 million can be attributed to the secondary offering of securities currently held by existing shareholders. The secondary offering cannot include resale by company affiliates if the company has not generated net income from continuing operations in at least one of the past two fiscal years. The exemption is restricted to American and Canadian companies, and it is not available to investment and development-stage companies. All directors, officers, and shareholders owning at least 10% of any class of company securities and underwriter officers should be required to complete a questionnaire and subject the questionnaire to a review and approval process. Controls for Regulation A are oriented toward ensuring that the offering limits allowed by the Regulation are not exceeded. The general flow of controls include reviewing disqualification provisions, verifying available authorized shares, verifying board authorization, and submitting “test the waters”l documents to counsel.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.015 | 0.037 |
| Meta-epidemiology (narrow) | 0.001 | 0.001 |
| Meta-epidemiology (broad) | 0.001 | 0.002 |
| Bibliometrics | 0.003 | 0.001 |
| Science and technology studies | 0.004 | 0.002 |
| Scholarly communication | 0.008 | 0.004 |
| Open science | 0.003 | 0.004 |
| Research integrity | 0.011 | 0.006 |
| Insufficient payload (model declined to judge) | 0.053 | 0.071 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".