Regulation A+ (Reg A+), adopted under the JOBS Act of 2012 and expanded in 2015 and 2021, provides two tiers of exemption from full SEC registration for smaller issuers seeking to raise capital publicly.
Tier 1: - Raise up to $20 million in any 12-month period. - Subject to full state blue-sky review. - No ongoing reporting required (just one final report after offering).
Tier 2: - Raise up to $75 million in any 12-month period. - Preempts state registration (only notice filing required). - Ongoing SEC reporting required: annual (Form 1-K), semi-annual (Form 1-SA), current events (Form 1-U). - Non-accredited investors limited to investing the greater of 10% of annual income or 10% of net worth per offering.
Key features: - Offering circular (not a full prospectus) required. - "Testing the waters" allowed before filing — can solicit indications of interest. - General solicitation permitted. - Securities are not "restricted" — immediately resalable by purchasers.
Vs. Reg D: Reg A+ allows public advertising and non-accredited investors; Reg D (506b) limits to 35 non-accredited and prohibits general solicitation (506b) or requires accredited only (506c).
> Exam tip: Reg A+ is relatively lightly tested but comes up on the Series 65. Know the Tier 2 limit ($75M) and that securities are not restricted (unlike Reg D placements), which is a major advantage.