Regulation A+: A Practical Guide for Issuers Considering a Mini-IPO

Regulation A+, established under Title IV of the JOBS Act, provides a streamlined pathway for smaller companies to raise capital from the public. Often called a "mini-IPO," Reg A+ allows issuers to raise up to $75 million in a 12-month period without undergoing the full SEC registration process required for a traditional IPO.

Two Tiers

Tier 1 allows raises of up to $20 million and requires SEC qualification but no ongoing SEC reporting after the offering. Tier 2 allows raises of up to $75 million but imposes ongoing annual, semiannual, and current reporting obligations. Tier 2 also preempts state securities law review, which significantly simplifies the offering process for issuers seeking to sell to investors in multiple states.

Who Qualifies

Regulation A+ is available to U.S. and Canadian issuers that are not already SEC reporting companies, investment companies, or blank check companies. Issuers must have audited financial statements and must file an offering circular (Form 1-A) with the SEC for qualification.

The Offering Process

The Reg A+ process begins with preparing and filing Form 1-A. Testing the waters — soliciting non-binding indications of interest before qualification — is permitted, which allows issuers to gauge market interest before committing to the full compliance process.

Key Considerations for Issuers

Regulation A+ is not a shortcut to public markets. The compliance costs — including legal, accounting, and ongoing reporting — are real. The Law Office of Carl G. Hawkins, PLLC advises issuers on securities offerings and regulatory compliance. Contact the firm to discuss whether Reg A+ is appropriate for your capital raise.