Reg A
E53087
Reg A is a U.S. Securities and Exchange Commission (SEC) regulation that provides an exemption from full securities registration, allowing companies—especially smaller issuers—to raise limited amounts of capital from the public with simplified disclosure requirements.
Statements (47)
| Predicate | Object |
|---|---|
| instanceOf |
United States securities regulation
ⓘ
securities offering exemption ⓘ |
| allows |
sale of securities to the general public
ⓘ
testing the waters communications ⓘ |
| alsoKnownAs |
Regulation A
ⓘ
surface form:
Reg A+ (as amended under the JOBS Act)
Regulation A ⓘ |
| amendedBy | Jumpstart Our Business Startups Act ⓘ |
| appliesTo |
U.S. and Canadian issuers
ⓘ
public offerings of securities ⓘ |
| disclosureRequirement |
reduced ongoing reporting compared to full registration
ⓘ
simplified offering circular ⓘ |
| excludes |
SEC reporting companies from using Tier 1
ⓘ
blank check companies ⓘ certain investment companies ⓘ |
| exemptsFrom | full SEC registration requirements ⓘ |
| hasTier |
Tier 1
ⓘ
Tier 2 ⓘ |
| investorTypePermitted |
accredited investors
ⓘ
non‑accredited investors ⓘ |
| jurisdiction |
United States of America
ⓘ
surface form:
United States
|
| legalBasis |
U.S. Securities Act of 1933
ⓘ
surface form:
Securities Act of 1933
|
| offeringDocumentName | Form 1‑A ⓘ |
| offeringLimit | limited amount of capital compared to fully registered offerings ⓘ |
| primaryBenefitToInvestors | access to early‑stage and smaller company investments ⓘ |
| primaryBenefitToIssuers | lower cost of capital raising than full registration ⓘ |
| purpose |
facilitate capital raising by smaller issuers
ⓘ
reduce regulatory burden for certain public offerings ⓘ |
| regulator |
Securities and Exchange Commission
ⓘ
surface form:
U.S. Securities and Exchange Commission
|
| regulatoryGoal |
maintain investor protection through scaled disclosure
ⓘ
promote capital formation ⓘ |
| requires |
SEC review and qualification of offering statement
ⓘ
financial statements in offering circular ⓘ |
| riskCharacteristic | higher investment risk than many fully registered offerings ⓘ |
| securityTypePermitted |
convertible securities
ⓘ
debt securities ⓘ equity securities ⓘ warrants ⓘ |
| targetIssuerType |
early-stage companies
ⓘ
smaller companies ⓘ |
| tier1FinancialsRequirement | reviewed or less extensive financial statements than Tier 2 ⓘ |
| tier1OfferingLimit | up to $20 million in a 12‑month period ⓘ |
| tier1StateLawStatus | subject to state blue sky registration and qualification ⓘ |
| tier2FinancialsRequirement | audited financial statements ⓘ |
| tier2InvestorLimit | investment limits for non‑accredited investors ⓘ |
| tier2OfferingLimit | up to $75 million in a 12‑month period ⓘ |
| tier2ReportingRequirement | ongoing periodic reporting to the SEC ⓘ |
| tier2StateLawStatus | preempts most state blue sky registration and qualification ⓘ |
Referenced by (1)
Full triples — surface form annotated when it differs from this entity's canonical label.