Regulation A is registration exemption allowing companies to offer and sell their securities without having to register the offering with the SEC. Companies relying on a Regulation A exemption can offer and sell their securities to the public under two different tiers that have two different requirements—up to $20M under Tier 1 and up to $75M in Tier 2.
For Reg A+ offerings, a non-accredited investor can invest a maximum of 10% of their annual income or 10% of their net worth per offering, whichever is greater. There are no investment limits for accredited investors. Companies using Reg A+ can test the waters with investors and use solicitation materials both before and after the offering statement is filed with the SEC, subject to compliance with the rules on filing and disclaimers.
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