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Glossary

Regulation A+ (Reg A)

Definition of Regulation A+, the difference between Tier 1 and Tier 2, the reporting it requires, and how a qualified offering may be advertised.

Regulation A+ is the common name for Regulation A as expanded by Title IV of the JOBS Act: a United States exemption that lets a company offer securities to the public without a full registered public offering, after the SEC qualifies an offering circular. It is the larger of the two exemptions most equity-crowdfunding raises use; the smaller is Regulation Crowdfunding.

Two tiers

Tier 1Tier 2
Maximum in twelve months$20 million$75 million
Financial statementsUnauditedAudited
Ongoing reportingNone federallyForm 1-K annual, 1-SA semiannual, 1-U current
Investor limitsNoneNon-accredited investors capped at 10% of the greater of annual income or net worth, unless the security is listed on a national exchange
State securities reviewRequired in each state where the offering is madePreempted

Both tiers file an offering statement on Form 1-A, which the SEC reviews and qualifies before sales may be made. Securities sold under Regulation A are generally not restricted, so they may be resold, which is part of why the exemption suits companies that expect to be publicly traded later.

Advertising a Reg A+ offering

Regulation A permits far broader public advertising than Reg CF, which is why large consumer-facing raises tend to use it. The constraint is on written offers rather than on general marketing: a written offer must be accompanied or preceded by the offering circular, with testing-the-waters material carrying the required legends as the main exception. Before qualification, offers may be made only through testing-the-waters material or a preliminary offering circular.

Why it matters to marketing

The size of a Tier 2 offering usually makes it a genuine consumer marketing campaign, with a paid program, an owned audience, and the same measurement discipline as a product launch. The qualification timeline also gives a company a fixed, known runway to build an audience before it can accept a dollar, which is the period that decides how the first weeks of the raise go.

This page is general information about a securities exemption, not legal advice. What any particular company may say is a question for its own securities counsel and its broker-dealer.

Topics:glossarycrowdfundingregulation

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