Entoro Reg A+ Monthly Newsletter January 3rd

January 3, 2024


Navigating Marketing and Advertising Compliance in Regulation A+ Offerings: Dos and Don'ts

In this month's newsletter, we're diving into a crucial aspect of Regulation A+ offerings: marketing and advertising compliance. While effective marketing is essential for reaching potential investors, it's equally vital to ensure that your marketing and advertising materials comply with the strict regulations set forth by the Securities and Exchange Commission (SEC). Let's explore some dos and don'ts to keep in mind when crafting your marketing and advertising strategy.


1. Be Honest and Accurate: Your marketing materials must be truthful and accurate. Avoid exaggerations or misleading statements about your company, its products or services, and the potential returns on investment.

2. Include Required Disclosures: Ensure that all necessary disclosures, including risk factors and offering terms, are prominently displayed in your marketing materials. This includes any disclaimers required by the SEC.

3. Use Clear and Understandable Language: Keep your language clear, concise, and understandable to the average investor. Avoid technical jargon or complex terminology that may confuse or mislead potential investors.

4. Highlight the Benefits: Focus on the unique selling points and benefits of your offering. Clearly articulate why investors should consider participating in your Regulation A+ offering.

5. Comply with SEC Guidelines: Familiarize yourself with the SEC's guidelines on marketing and advertising for Regulation A+ offerings. Stay updated on any changes or updates to these guidelines.


1. Make Guarantees or Promises: Avoid making guarantees or promises of specific investment outcomes or returns. Future performance predictions should be based on reasonable assumptions and clearly labeled as such.

2. Exaggerate or Mislead: Steer clear of exaggerated claims or misleading statements about your company or offering. Misrepresenting the facts can lead to serious legal consequences.

3. Omit Material Information: Ensure that your marketing materials include all material information about your company and the offering. Omitting key details can be viewed as a form of deception.

4. Use Unsubstantiated Claims: Any claims made in your marketing materials should be backed by verifiable evidence. Avoid using unsubstantiated claims or unsupported statements.

5. Disregard Compliance Requirements: Ignoring compliance requirements or attempting to circumvent regulations can result in severe penalties and damage to your company's reputation.

Seek Legal Guidance:

When in doubt, seek legal guidance from professionals with expertise in securities regulations. They can help you navigate the complexities of marketing and advertising compliance in Regulation A+ offerings, ensuring that your materials meet regulatory standards while effectively reaching your target audience.

As you craft your marketing and advertising strategy, remember that compliance is key. By following these dos and don'ts and staying informed about regulatory requirements, you can position your offering for success while maintaining the trust and confidence of potential investors.

Thank you for your continued interest in our Regulation A+ newsletter. We look forward to bringing you more insights and updates in the months to come

Disclosures - Entoro


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What is an appropriate minimum capital raise for my companies' Reg A+ offering?

The SEC is Qualifying offerings with no minimum. The advantage of a low minimum is that when the offering exceeds it, then the first closing can take place, and your company can then pay for the cost of ongoing marketing to investors from investment proceeds. Then closings can be made weekly or similar to get funds to your company bank account.‍For offerings to pay for the purchase of an asset such as to buy a company or real estate, then the offering minimum must be sufficient to complete the purchase, which places a heavier upfront cost burden on the offering company.

Can I do a management buyout or a Spinout using Reg A+?

Yes. If you form a new corporate entity with properly prepared pro forma financials, then you can raise up to $75 million* per year by doing a Regulation A+ offering.‍You can use this method to raise growth capital for the newly independent business. You cannot buy the business using this capital - the spinout or management buyout must occur first, afterwards, you can raise capital to expand the business. The type of company that will find it easiest to raise capital will have attractive pro forma sales and profit history and will be known to a large customer base that is positively disposed to the products or services of the company.‍*For businesses that lend themselves to segmenting their market, it may be possible to make multiple offerings by following a similar model to the one that Fundrise has used. Each Reg A+ entity is a standalone business and shares one management service provider. In this way, Fundrise has conducted multiple Reg A+ offerings simultaneously since 2016. So far this model has only been Qualified by the SEC in Real Estate situations, but the SEC may allow the same approach in other business areas.


See why so many Issuers trust us to facilitate a successful offering.

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Entoro Capital 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  

Sean Levine

Managing Director

Entoro Capital, LLC

M: +1 917.715.1489

E: slevine@entoro.com

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