What Is Regulation A (Reg A+)?
Regulation A is an SEC exemption that lets companies raise money from the public using a qualified Form 1-A and an offering circular. If you invest in Reg A, this is where the real terms, dilution, risks, and financials live.
EDUCATION
Reg A, explained in one sentence
Reg A is a public-facing raise with a qualified Form 1-A and an offering circular investors can actually read.
TL;DR
Reg A offerings are built around Form 1-A (the offering statement) and the offering circular—where the issuer explains the business, the security, risks, financials, and dilution. Tier 2 often adds ongoing reporting.
Why it matters (investor reality)
Most people read the marketing page and click invest. The edge is reading the offering circular, then tracking amendments and updates over time.
EDUCATION
Tier 1 vs Tier 2 (what changes for investors)
The tier changes how much disclosure you get and how “public-company-like” the issuer becomes.
Tier 1 (simpler, lighter reporting)
Generally lighter ongoing reporting, but investors still need to read the Form 1-A, offering circular, and any amendments closely.
Tier 2 (more disclosure + ongoing reports)
Often requires audited financials and ongoing reporting (1-K annual, 1-SA semiannual, 1-U current events). Treat it like a timeline you track.
Investor takeaway
If it’s Tier 2, think like a tracker: 1-A → amendments → 1-K / 1-SA / 1-U.
EDUCATION
What’s inside a Form 1-A (the parts investors should actually read)
You don’t need to read everything. Read the parts that move your outcome.
Security & economics
What you’re buying (common/preferred/notes), price mechanics, minimums, and rights.
Dilution & cap table
Existing options/warrants/convertibles and how new money changes your slice.
Use of proceeds
Where funds go. Watch for vague plans without a breakdown.
Risk factors
The honest downside list. Look for concentration risk, liquidity limits, and execution risk.
Financials
Revenue, burn, liabilities, and whether statements are audited (often relevant for Tier 2).
Conflicts & related parties
Fees, insider arrangements, and anything that changes incentives.
Reality check
“Qualified” is a regulatory step—your job is to read the offering circular and verify you’re looking at the latest filings (including amendments).
EDUCATION
How to find a Form 1-A (fast)
Two ways: from the offering page, or directly on EDGAR.
Tip: once you’re on EDGAR, search within results for “1-A” (offering statement), and for Tier 2 reporting “1-K”, “1-SA”, and “1-U”.
Fast method (practical)
Most offerings link the Form 1-A / offering circular under “Documents.” If it’s hard to find, slow down and confirm it on EDGAR.
EDUCATION
How to read Reg A filings like an investor
A simple workflow that catches the issues most people miss.
Step 1: Identify what you’re buying
Common vs preferred vs debt-like instruments. Note rights and pricing mechanics.
Step 2: Map dilution paths
Options/warrants/convertibles + future financing language = your dilution risk.
Step 3: Read risk factors skeptically
Ask: what can permanently impair this? Focus on liquidity, concentration, regulatory exposure.
Step 4: Validate proceeds + runway logic
Compare burn to how far the raise realistically goes. Vague proceeds = higher execution risk.
Step 5: Track updates
Search for 1-A amendments and (Tier 2) ongoing updates via 1-K / 1-SA / 1-U.
EDUCATION
Reg A red flags (investor checklist)
Not automatic deal-breakers—just reasons to slow down and verify the filings.
- Marketing language that doesn’t match the offering circular economics.
- Large dilution overhang (options/warrants/convertibles) without plain-language explanation.
- Use of proceeds is vague (“general corporate purposes” with no breakdown).
- Related-party deals, unusual fees, insider-friendly arrangements.
- Short runway + plan assumes one raise fixes everything.
- Tier 2, but weak cadence of updates after the raise.
EDUCATION
Reg A reporting timeline (the filings that matter after 1-A)
Tier 2 reporting is where the investor story continues after the raise.
Form 1-A
The offering statement + offering circular + exhibits.
1-A Amendments
Updates to disclosures/terms during the process. Always read the latest.
Form 1-K (Annual)
Tier 2 annual reporting that updates business and financials over time.
Form 1-SA (Semiannual)
Tier 2 mid-year updates between annual reports.
Form 1-U (Current Events)
Tier 2 current event reporting for certain significant developments.
Why this matters
If you’re investing long-term, the reporting cadence is often the clearest signal of transparency after the raise.
EDUCATION
How Owntric helps Reg A investors
Education is step one. Tracking is the part most investors lose.
The real problem: filings are a timeline
In practice you’re tracking: 1-A → amendments → (Tier 2) 1-K / 1-SA / 1-U. If you don’t track the sequence, you miss changes that affect dilution, rights, or risk.
EDUCATION
Reg A FAQs
Quick answers investors search for right before they click invest.
What is Regulation A (Reg A / Reg A+)?
Regulation A is an SEC exemption that allows companies to raise from the public using a qualified offering statement (Form 1-A) and an offering circular. It’s sometimes described as a “mini public offering.”
Is Reg A the same as equity crowdfunding (Reg CF)?
No. Reg CF typically uses Form C and runs through crowdfunding portals with different limits and disclosures. Reg A uses Form 1-A and an offering circular, and Tier 2 has ongoing reporting (1-K, 1-SA, 1-U).
What are Reg A Tier 1 vs Tier 2?
Tier 1 generally has lighter ongoing reporting but may involve more state-level qualification considerations. Tier 2 generally requires audited financials and ongoing SEC reports (1-K, 1-SA, 1-U).
What is SEC Form 1-A?
Form 1-A is the Regulation A offering statement filed on EDGAR. It contains the offering circular and supporting exhibits that describe the business, terms, risks, and financial information.
What does it mean when an offering is “qualified”?
In Reg A, the SEC must qualify the offering statement before sales can occur. Investors should confirm they’re reading the latest qualified filing and any amendments.
Where can I find Reg A filings?
On SEC EDGAR. Search the issuer name/CIK and look for Form 1-A and amendments. For Tier 2, also look for 1-K (annual), 1-SA (semiannual), and 1-U (current events).
How does Owntric help Reg A investors?
Owntric helps you track offerings and filings over time, so you can follow the original terms, amendments, and ongoing updates without losing the thread.
Educational content only; not legal, tax, or investment advice. Always read the current offering materials and filings on EDGAR and consider professional advice for your situation.
Start Free — Track Offerings Private by default. Built for Reg A + Reg CF investors.