Entoro Reg A+ Monthly Newsletter March 01

March 1, 2023


Looking for some business commentary to spice up your cocktail party conversations? Reg A+ is becoming a prevalent method for businesses and startups to raise capital and the numbers from this month show just how impactful it can be. In February alone, 43 companies successfully received qualification status according to SEC’s EDGAR. The Notice of Qualification allows the issuers to begin selling securities to investors through Reg A+. Additionally, Reg A+ offerings were popular across the United States, with companies based in 14 different states participating. The current Reg A+ issuer activity continues to demonstrate that Reg A+ is a powerful tool for companies looking to raise up to $75 million in capital and take their business to the next level. So, if you want to impress your friends with your financial acumen, just share some information from Entoro’s Reg A+ newsletter and watch their jaws drop.

Disclosures - Entoro

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Post Offering Reg A+ SEC Reporting Obligations

Note that the reporting requirements described below apply to companies that complete their Reg A+ offering, and do not list on the NASDAQ, NYSE or the OTCQX. (When companies use Reg A+ to list on the NASDAQ or NYSE, once listed they are required to provide Quarterly audits at the PCAOB level). Those that list on the QX are required to make management financial reports on a Quarterly basis but are still only required to make an annual audit at US-GAAP level.

Companies that complete their Reg A+ and do not list anywhere (or that list on the OTCQB or on an ATS - Alternative Trading System) have the reporting obligations described below.

Form 1-K - Annual Audit
‍The Annual Audits must include updated information about Regulation A+ offerings conducted in the year covered. The Form 1-K must be filed within 120 days after the issuer’s fiscal year-end.

Form 1-SA - Semi-Annual Report (for companies that are not listed on the NASDAQ or NYSE)
‍Semi-Annual Reports on Form 1-SA require disclosure and discussion of financial statements covering the applicable six month period, including MD&A using the US- GAAP format. No audit required on the financial statements included in a Form 1-SA. The Form 1-SA must be filed within 90 days after the end of the first six months of the issuer’s fiscal year-end.

Form 1-U - Current Report
‍Issuers must file Form 1-U within 4 business days after the event occurs and disclose the following:
• Fundamental Changes.
• Bankruptcy or Receivership.
• Material Modification to Rights of Securityholders.
• Changes in Issuer’s Certifying Accountant.
• Certain Unregistered Sales of Equity Securities.
• Changes in Control of Issuer.
• The departure of key Officers.

Form 1-Z - Exit Report
‍When a Tier 1 issuer completes it's Reg A+, it is required to file a Form 1-Z which states the amount of capital raised among other things. Reg A+ Tier 2 issuers are not required to file a 1-Z report after completing the offering. The Form 1-Z must be filed within 30 days after the termination or completion of a Tier 1 Regulation A+ offering.

Episode 7 - Post Reg A+ Life - 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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