Entoro Reg A+ Monthly Newsletter Feb 01

February 1, 2023


It's been a month into the new year and we have already seen numerous Reg A+ offerings filed with the SEC. According to the SEC’s EDGAR database, there are 41 Reg A+ offerings that have been qualified. A qualification letter means that a company's Regulation A+ offering has been cleared by the SEC. This allows the company to legally solicit investment from both accredited and unaccredited investors and to raise up to $75 million in a 12-month period. To have an effective Reg A+ offering, it's important to have a well-crafted offering document that clearly outlines the company's business plan and financial projections. Additionally, companies should have a robust marketing strategy to reach potential investors and build a solid investor base. To ensure compliance with SEC regulations, it is critical to have a reliable team of professionals, such as securities lawyers and accountants. A thorough due diligence process is necessary to mitigate risks and warrant that the offering is in all parties' best interests. Here at Entoro, we believe a successful Reg A+ offering requires careful planning, effective communication, and a strong commitment to compliance.

Disclosures - Entoro

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Can I Keep My Reg A+ Offering Open Continuously?

A continuous offering is one where not all the stock offered is sold at the beginning after the offering is qualified. Some stock is reserved for later sale. To have a continuous offering the company needs to be current in its annual and semiannual report filing at the time of sale.

You can do a continuous offering (1) for selling shareholders, (2) for a dividend or an employee benefit plan of the issuer, (3) for securities issued upon the exercise of outstanding options, warrants, or rights, for securities issued upon conversion of other outstanding securities, (4) for securities pledged as collateral, or (5) securities that are part of an offering which commences within two calendar days after the qualification date, will be offered on a continuous basis, may continue to be offered for a period in excess of 30 days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date. Most companies will use continuous offerings for selling shareholders and stock that will be sold within the next two years after the offering is qualified.

What Are The Listing Requirements For The NASDAQ?

The primary consideration is the "Market Value of Publicly Held Stock," which essentially means stock in the hands of investors, not insiders. As an example, if your company had pure investors before the offering that held shares valued at $5 mill at the valuation of the Reg A+ offering, then NASDAQ will require that you raise at a minimum $10 mill in the Reg A+. $5 mill + $10 mill = $15 mill.

Nasdaq Capital Market – NASDAQ Listing Requirements

Episode 6 - Reg A Ecosystem- Youtube

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Entoro Securities is a FINRA-registered Broker-Dealer in all 50 states, Puerto Rico, and the District of Columbia. The top choice for a Reg A+ broker-dealer and will answer all your questions.  We support Issuers through the entire Reg A+ process from pre-filing preparation, to SEC review, marketing selection, and completion of the offering. Call Entoro today and let our team show you how to Reg A+ the right way.


Morgan Sills                                                                  

Director – Investment Banking                                      
Entoro Capital, LLC                                                      
D: +1 832.987.4051                                                      
E: msills@entoro.com        

Christopher Luce, CAP

Managing Director – Reg A+ Sales

Entoro Capital, LLC

D: +1 832.987.3984

E: cluce@entoro.com

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