History of Reg A, Reg D, and Reg CF

April 29, 2024

The Evolution of Capital Raising Regulations: Reg A, Reg D, and Reg CF

In the United States, the mechanisms through which companies can raise capital are largely governed by the Securities Act of 1933. Among the myriad of financial regulations, Regulations A, D, and CF stand out as critical pathways for companies seeking funding without undergoing the rigors of a full public offering. These regulations provide structured exemptions that enable companies to access crucial capital markets while balancing investor protection.


Regulation D: Pioneering Private Investment

Regulation D, introduced in 1982, fundamentally changed how private companies could raise funds. By creating a safe harbor for the private placement exemption, it allowed companies to raise unlimited funds from accredited investors and up to 35 non-accredited investors without extensive disclosure requirements typically needed for public offerings. The pivotal role of Regulation D became particularly apparent following the dot-com bubble burst when startups turned to private funding rounds to survive and grow amidst tightened public funding avenues.


Regulation A: "Mini IPO" Revolution

Regulation A, initially enacted as part of the Securities Act of 1933, was substantially underutilized due to its low offering cap and high compliance costs until it was significantly revamped by the Jumpstart Our Business Startups (JOBS) Act of 2012. This amendment ushered in what is commonly referred to as Regulation A+(Reg A+), splitting the offering into two distinct tiers: Tier 1 and Tier 2, each with its own set of rules and benefits.

Tier 1 allows companies to raise up to $20 million within a 12-month period, while Tier 2 permits raises up to $75 million, an amount that significantly broadened the appeal and utility of the regulation. Importantly, Reg A+ enabled businesses to reach beyond just accredited investors, allowing the general public, including non-accredited investors, to participate in early-stage investments. This change democratized access to investment opportunities, offering smaller investors a chance to partake in potentially lucrative early-stage ventures.

One of the most illustrative cases of Reg A+'s potential was demonstrated by Elio Motors in 2015. As one of the first companies to leverage Tier 2 of Reg A+, Elio Motors successfully raised about $17 million by offering shares directly to the general public. This capital infusion was critical in advancing their development of a three-wheeled vehicle aimed at the environmentally conscious consumer. Elio Motors’ use of Reg A+ showcased the regulation's ability to empower smaller companies with public capital-raising opportunities typically reserved for larger, established corporations.


Regulation Crowdfunding (Reg CF): Democratizing Investment

Perhaps the most revolutionary change came with Regulation Crowdfunding (Reg CF), introduced in 2016. This regulation allowed individuals to invest in startup ventures through SEC-registered crowdfunding platforms. Reg CF democratized investment by lowering the barriers for non-accredited investors and has been pivotal for many small startups. One notable success story is that of Beta Bionics, a company that utilized Reg CF to crowdsource over $1 million to develop a bionic pancreas, showcasing the profound impact this regulation has on funding medical innovations.


Key Litigations and Legislative Enhancements

Over the years, these regulations have been shaped not just by legislative changes but also through critical litigation. For example, the landmark case of SEC v.W.J. Howey Co. in 1946 helped define what constitutes an "investment contract" and thus falls under SEC regulation, which has had lasting implications for offerings under Regulations D and A.

 In summary,Regulations A, D, and CF are not merely static rules but dynamic frame works that adapt to the changing landscapes of capital markets and technology. They exemplify the evolving relationship between innovation, investment, and regulation, continually reshaping the pathways through which companies seek funding and investors seek opportunities.