Regulation A Offering Communications: Rules for Issuers

Regulation A offering communications are the statements an issuer may make before and after it files Form 1-A with the SEC. A company may test the waters to gauge investor interest, but it may not sell securities until the SEC qualifies the offering statement. Tier 1 covers offerings of up to $20 million in 12 months, and Tier 2 covers up to $75 million, according to the SEC.

Last updated: November 6, 2026. Virgo PR publishes this guide for general information. It is not legal advice, and any offering communication should be reviewed by securities counsel before release.

What is testing the waters under Regulation A?

Testing the waters is the Regulation A practice of soliciting interest in a possible offering from the general public, either before or after the company files its offering statement. The SEC's Office of the Advocate for Small Business Capital Formation states that testing the waters is permitted only if the solicitation materials meet certain legend and filing requirements. The SEC explains this in its guide, Regulation A building blocks.

The practical rule for communications teams is simple. Nothing that tests interest should go out until counsel has confirmed the required legend and any filing step.

What can an issuer say before the SEC qualifies the offering?

Before qualification, an issuer can test the waters and file its offering statement, but it cannot sell securities. The SEC states that companies may not sell securities until the offering statement has been qualified. The offering statement is filed on Form 1-A, no filing fee is required, and the form calls for non-financial narrative disclosures about the company and the offering.

StageCommunications that fit the stageWatch for

Before filingTest-the-waters materials with the required legendFiling requirements for the materials After filing, before qualificationA factual note that Form 1-A was filedAny sale, or any statement that implies sales are open After qualificationThe qualification date and offering terms as stated in the offering circularClaims that go beyond the circular

How do Tier 1 and Tier 2 differ for communications?

Tier 1 and Tier 2 differ in offering size, financial statement rules and ongoing reporting, and each difference changes what an issuer must keep consistent in its public statements. The table uses the SEC's published guidance.

FeatureTier 1Tier 2

Offering limitUp to $20 million in 12 monthsUp to $75 million in 12 months Audited financial statementsNot required by the tier unless already prepared for another purpose; confirm with counselRequired in the offering circular After the offeringExit report on Form 1-ZAnnual, semiannual and current reports, and in some cases Form 1-Z

The SEC's guide also asks whether the securities will be listed on a national securities exchange after qualification, because the answer affects who may invest. A Tier 2 issuer that plans a listing should read Virgo PR's guide to Nasdaq uplisting communications.

What ongoing disclosures follow a Tier 2 offering?

A Tier 2 issuer must file annual, semiannual and current reports after the offering, according to the SEC. Press releases, investor letters and website statements should therefore match those filings, because investors and reporters will compare them. A company that changes a figure in a press release should expect to correct or explain it in the next report.

The same discipline applies to projections. Virgo PR's guide to the forward-looking statements safe harbor explains the cautionary language public companies use.

How should an issuer plan announcements around qualification?

An issuer should plan announcements in the order the SEC process moves: test the waters, file, qualify, close and report. This sequence is an editorial suggestion.

• Before filing: approve every test-the-waters message with counsel and confirm the legend and filing steps.

• At filing: announce the Form 1-A filing as a fact, with no statement about when sales will open.

• At qualification: announce the qualification date and repeat the offering terms exactly as the circular states them.

• At closing: announce the amount raised as it will appear in the SEC reports.

• After closing: build an investor relations calendar that matches the reporting schedule.

Companies that later pursue a public offering can compare this path with the pre-IPO communications plan and the IPO quiet period rules. Virgo PR's investor relations services cover the reporting calendar, and its research library on how AI assistants describe public companies covers how filings are read by machines. The first message should wait for counsel's sign-off on the legend.

Frequently asked questions

What is Regulation A+?

Regulation A+ is the common name for the SEC's 2015 rules that expanded and clarified the Regulation A exemption and created two tiers. The SEC adopted the rules on March 25, 2015, according to the Indiana Securities Division.

Can a company advertise a Regulation A offering?

A company may test the waters before or after filing, but it cannot sell until the SEC qualifies the offering statement. Counsel should review the content of every communication.

Do Tier 2 issuers need audited financial statements?

Yes. The SEC states that Tier 2 issuers must include audited financial statements in their offering circulars.

Is a Regulation A offering the same as an IPO?

No. A Regulation A offering is an exempt offering made with a Form 1-A offering statement, with its own tiers and limits. An IPO is a registered public offering.

Sources and review notes

Facts come from the SEC Office of the Advocate for Small Business Capital Formation guide to Regulation A and the Indiana Securities Division's general information page on Regulation A. Rules and offering limits can change, so confirm current requirements with the SEC and counsel.