Reg A Advertising on TV, Radio, and Online Audio/Visual Ads: What the SEC Staff Just Clarified (C&DI 182.28)
One of the draws of Regulation A is that issuers can advertise their offerings on ways that were previously unheard of in the world of traditional registered offerings. Ads on Instagram and TikTok, podcast reads, streaming pre-roll, radio, or even a TV ad extolling the virtues of your company’s offering are all permissible under Regulation […]
Why IPO Candidates Should Consider Regulation A First
Financial newsletters are coalescing around the idea that 2026 will be the year of IPOs. To their credit, a number of high-profile offerings look likely to occur—SpaceX, AI players OpenAI and Anthropic, fitness app Strava, and others have already filed confidentially or announced plans for IPOs later in the year. However, especially for consumer-based companies, […]
Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A
Integration of securities offerings can be a tricky and often frustrating challenge. You may plan to conduct an offering one way, only to discover that you now have to comply with rules and restrictions that are different, or more severe than you were expecting. This is the situation for companies transitioning from a Regulation Crowdfunding […]
1% from the 1%
So we’ve seen a drop in crowdfunding raises recently. According to the SEC, between 2023 and 2024, Reg A raises are down 52% in numbers, Reg CF raises are down 25% and Regulation D raises are down 7%, and between 2021 and 2024 the figures are down 63% for Reg A, 5% for Reg CF, […]
Crowdfunding is for everyone.
One thing I will never get tired of working in this space is the variety of companies that have been able to effectively utilize offerings under Regulation CF and Regulation A. These exemptions are versatile, and allow for companies to raise funds whether they have no interest in being more than a neighborhood restaurant, or […]
One solution at a time: Reg A and crypto
I was talking to a crypto-savvy SEC Commissioner the other day about my current obsession, which is that using the exemption under Regulation A is the way to address the constant complaint that “The Commission tells us to come in and register but we can’t make the registration process work for crypto.” As I mentioned […]
The SEC and crypto: the answer is Rule 261
A few years ago, we spent a lot of time with the Staff of the Division of Corporation Finance discussing the meaning of Rule 261(c) of Regulation A. “Rule 261 says Regulation A is for equity, debt or convertibles,” they would say (in more formal terms). “These things you are trying to qualify don’t look […]
CrowdCheck provides additional updates to issuer-dealer registration requirements for sales of securities under Reg A without a broker
One of the exciting things about securities law is that rules can and do change in response to concerns raised by companies and investors. We have seen this first hand in regards to the requirements for companies to register themselves as dealers of securities to sell their own securities in offerings qualified under Regulation A. […]
More evidence the SEC is looking more closely at Regulation A
We are often asked by companies, “why can’t I do [fill in the blank]? I see this other company doing it.” Our response has always been that just because those other companies have not yet been subject to enforcement, doesn’t mean that there will not be an issue later on. The time and effort to […]
The SEC is not your mom
We’ve been having a lot of “why can’t we do what they are doing?” conversations recently. Potential issuers have asked: Why can’t they structure a Reg A real estate offering where the issuer invests in minority holdings in other real estate companies? Why can’t they file a 1-Z to exit the Reg A reporting system […]