SEC Adopts Rules to Facilitate Smaller Companies’ Access to Capital(sec.gov)

  The final rules also provide for the preemption of state
  securities law registration and qualification requirements for
  securities offered or sold to “qualified purchasers” in Tier 2
  offerings.

  In brief, under the proposed rules, Regulation A+ offers would be exempt from state
  securities laws (and review by state regulators) if they are either:

  1.  Sold only to “qualified purchasers”, or 
  2.  Offered and sold on a national securities exchange.

  Meeting the requirements of a national securities exchange nullifies any benefit
  of pursuing a Regulation A+ offering, so the real issue is whether issuers can
  realistically limit sales only to "qualified purchasers".  Although the term was
  not specifically defined in this context, "qualified purchaser" could reasonably
  be expected to mean "sophisticated investor", which would put Regulation A+
  offerings into a similar world as Regulation 506(c) deals.  Fortunately for issuers,
  according to the proposed definition, a "qualified purchaser" is any purchaser of a
  securities issued to Regulation A+.

  If that sounds circular to you, it's only because it is circular. To be exempt from
  state securities law requirements, Regulation A+ sales must be made only to
  "qualified purchasers" and all purchasers in Regulation A+ sales are "qualified
  purchasers".