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 A.
There are, of course, SEC rules that Reg A issuers must follow when advertising their offerings in this manner – the most basic of which are:
- Don’t lie. Or make any misleading statements at all.
- Don’t forget your “legends and links.” If you are doing the ad as part of your “testing the waters” then you need to include the SEC’s “No money…” legend, and once you’ve filed an offering statement with the SEC, you also need to provide the offering circular, which is typically done by providing a hyperlink to the 1-A filed on EDGAR. For TV or radio ads – or anything that isn’t clickable – there are “best practices” for complying with this – which we’ve written about in the past.
However, the rules governing TV, Radio, and Online Audio/Visual advertisements of a Regulation A offering also change based on when the ads are run.
On February 17, 2026, the SEC staff added C&DI 182.28, which answers the question—can I advertise my Reg A offering on TV/radio or via online audio/visual ads?—with a very securities-law answer: it depends.
The Staff identified three windows of a Regulation A offering, and how the advertising rules for TV, Radio, and Online Audio/Video ads change based on which window the issuer falls into when the advertisement is made.
- Before you file the Form 1-A (“Testing the Waters”): TV, Radio, and Online Audio/Visual Ads OK.
Before your you file your Form 1-A with the SEC, you are pretty much unconstrained by the type of media you use. Social media, broadcast media, and traditional print media are all fair game so long as they comply with Rule 255(b)(1)–(3)—the Regulation A “testing the waters” framework.
- After the Form 1-A is filed, but before qualification: TV, Radio, and Online Ads Still OK.
Once the Form 1-A is on file (but not yet qualified), TV, radio, and online video/audio ads are still permissible, so long as they comply with the rules allow during this phase—oral offers are permitted, and written offers can be made if they comply with Rule 254 (and solicitations of interest continue to be permitted under Rule 255 – each of which require their own “legends and links” described further above).
3) After qualification: TV and Radio Ads NOT OK. Online Audio/Video Ads Probably Ok.
This is the headline that most issuers will care about. In its February 17, 2026 CD&I update, the SEC clarified that after qualification, you cannot advertise the offering on TV or radio because Rule 251(d)(1)(iii) requires post-qualification written offers to be “accompanied with or preceded by” the most recent offering circular, and traditional broadcast doesn’t realistically allow that. Online audio/visual ads can be permissible after qualification, but only if the offers can be accompanied with or preceded by the most recent offering circular (i.e. a clickable link to the offering circular in the video description).
Takeaway: Once a Regulation A offering is qualified, advertising options shrink quickly. Pre-qualification, the rules give issuers meaningful room to build awareness through essentially all types of media. Post-qualification, however, the SEC’s framework requires that offers be delivered with or preceded by the most recent offering circular —which is easy to do online with a clickable link, and very hard (or impossible) to do in most traditional media (such as TV, radio, and print media).
So what’s realistically left after qualification? Digital placements that can deliver the offering circular in the same user flow—think clickable ads where the offering circular is immediately accessible—are workable. But TV and radio spots, print ads, billboards, and other “broadcast” or static formats are largely non-starters because you can’t reliably pair them with the offering circular at the moment the offer is made.
And yes—it’s frustrating. Regulation A is one of the few pathways where marketing really matters, because these offerings don’t sell themselves. Many early-stage issuers need broad reach, and a lot of them are trying to reach investors who still consume information through traditional channels. The irony is that the audience with the most investable capital isn’t always living on the same platforms where compliance is easiest.
Nonetheless, there are plenty of Reg A success stories with companies raising $50m+, so it’s not impossible to generate significant investor interest under Regulation A’s advertising framework. Effectively utilizing the windows in your Regulation A offering process when you have maximum advertising flexibility is key to a successful marketing strategy. Securities lawyers that are well versed in Regulation A rules and regulations can help you navigate advertising your marketing strategy in a compliant manner.
1. It should be noted that the SEC did not address whether use of QR codes in lieu of a hyperlink to the most recent offering circular would be permitted for a TV ad – a suggestion we have to the SEC in our comment letter on the Concept Release, where we urged the SEC to adopt a more flexible approach to the OC delivery requirements.