The Issuance issuer guide
Understand the rules.
Plan your raise.
Clear, practical answers for companies exploring Regulation A, Regulation D, and offshore offerings. Understand your options and what it takes to run an offering.
Written for issuers. Grounded in SEC resources and the rules themselves.
A place to begin
What are you working on?
Choose an offering path
Start with your investors and how you plan to reach them.
Compare the exemptions 02Prepare for your raise
Get your documents, team, and operating plan ready.
Build your preparation list 03Explore digital assets
Understand how securities rules apply to a crypto business.
Read the digital asset guideThe library
Your offering, explained.
28 focused guides, with examples, practical next steps, and links to primary sources when you want the detail.
Start here
Compare the paths before you plan your raise.
Reg A vs. Reg D vs. Reg S: choosing an offering path
Your offering path determines who can invest, how you can reach them, and what your company must do before and after the raise. Start with those decisions, then choose technology that supports the plan.
Read guideCommon stock, preferred stock, notes, and SAFEs: an issuer's guide
The security defines what investors receive; the exemption defines how the offering can proceed. Choose the instrument by its actual rights and obligations, then confirm that the issuer, exemption, and operating setup can support it.
Read guideValuation, dilution, and your cap table: worked examples for issuers
Valuation and the number of securities issued determine ownership in a simple priced equity round. Model the share count before and after the raise, then account separately for conversion rights, options, preferences, and other terms that affect the result.
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Regulation A
Public outreach, retail investors, and the qualification process.
Regulation A: an issuer's guide to raising from the public
Regulation A lets eligible companies offer securities to the public after SEC qualification. It can include accredited and non-accredited investors, with different requirements for Tier 1 and Tier 2.
Read guideRegulation A Tier 1 vs. Tier 2: how issuers should compare them
Tier 1 permits up to $20 million and Tier 2 up to $75 million in a 12-month period. The decision also depends on state qualification, audits, investor limits, and the reporting obligations your company can sustain.
Read guideForm 1-A: what issuers prepare for a Regulation A offering
Form 1-A is the offering statement used for Regulation A. It includes issuer information, an offering circular with financial statements, and exhibits, and it must be qualified by the SEC before sales.
Read guideTesting the waters for Regulation A: interest before investment
Regulation A permits issuers to gauge public interest before SEC qualification, including before filing Form 1-A. The process requires specific disclosures and cannot involve collecting money or purchase commitments.
Read guideRegulation A reporting: what continues after your raise
Tier 2 Regulation A issuers generally file annual, semiannual, and specified current reports after qualification, even after fundraising ends. Tier 1 issuers file an offering exit report rather than that periodic reporting series.
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Regulation D
Private offerings, investor eligibility, and the rules for outreach.
Regulation D explained for issuers
Regulation D provides exemptions that let companies sell securities without registering the offering with the SEC. For Rule 506 offerings, your audience and marketing plan help determine whether 506(b) or 506(c) fits.
Read guideRule 506(b) vs. 506(c): choosing a fundraising approach
Rule 506(b) prohibits general solicitation and can include a limited number of sophisticated non-accredited purchasers. Rule 506(c) allows general solicitation, but all purchasers must be accredited and the issuer must take reasonable verification steps.
Read guideRule 506(b): planning a private securities offering
Rule 506(b) permits unlimited capital raising without general solicitation. It allows accredited investors and up to 35 sophisticated non-accredited purchasers in any 90-calendar-day period, with additional disclosure requirements for non-accredited participation.
Read guideRule 506(c): raising capital with public solicitation
Rule 506(c) lets issuers publicly advertise an offering with no federal dollar cap. All purchasers must be accredited investors, and the issuer must take reasonable steps to verify their accredited status.
Read guideAccredited investor verification for Rule 506(c) issuers
Rule 506(c) requires reasonable steps to verify that every purchaser is accredited. The verification method depends on the investor and available evidence, and the rule provides several nonexclusive methods for natural persons.
Read guideForm D and state notice filings: an issuer's planning guide
A Rule 506 issuer must file Form D with the SEC within 15 calendar days after the first sale, subject to the weekend and holiday adjustment. State notice filings and fees can also apply, and Form D is a notice rather than SEC approval.
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Cross-border
Understand the boundaries of an offshore offering.
Digital assets
Separate the security, its technology, and how investors pay.
Raising capital for a crypto business under Reg A or Reg D
A crypto operating company can evaluate Reg A or Reg D for a securities financing, subject to the exemption's requirements. Define the security and the issuing business first, then separately analyze any token, token rights, or network activity.
Read guideTokenized securities and USDC payments: different issuer decisions
Accepting a stablecoin payment does not tokenize the security an investor buys. Tokenization concerns the security's representation and ownership records; payment concerns how the investor funds the purchase.
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Planning & operations
Prepare your team, your documents, and your investor experience.
An issuer's checklist before launching a capital raise
Prepare the company, the offering, and the investor process together. A launch-ready page needs accurate documents, a permitted outreach plan, and people assigned to the decisions that software cannot make.
Read guideMarketing a securities offering: Reg A and Reg D rules
Choose your offering path before promoting the investment. Rule 506(b) prohibits general solicitation, Rule 506(c) permits it with accredited-purchaser and verification conditions, and Reg A communications depend on the offering stage.
Read guideOffering operations: from an investor commitment to a closing
An investor commitment, a signed agreement, a received payment, and an accepted investment are different events. Offering operations connects those events to the issuer's review process, closing conditions, and ownership records.
Read guideWhat does a Reg A or Reg D offering cost?
An offering budget should show what you must spend before launch, what changes with fundraising activity, and what continues after closing. Model usable proceeds at several fundraising outcomes before committing to the campaign.
Read guideHow long does it take to launch a Reg A or Reg D offering?
Launch timing depends on the work your company has already completed and the conditions of its offering. Plan around required milestones and dependencies, then separate launch, first investment, and access to proceeds.
Read guideBuilding your offering team: who does what in a Reg A or Reg D raise?
An offering team needs clear responsibility for legal work, financials, investor review, funds, and ownership records. Issuance supplies technology; your company selects its advisers and assigns the decisions needed to operate the offering.
Read guideUnderstanding offering documents: circulars, PPMs, and subscriptions
Offering documents explain the business and security, establish investor rights, and record the purchase. The required package depends on the offering; the issuer should keep one consistent set of approved terms across disclosures, agreements, and its offering page.
Read guideBuilding an investor offering page that answers the right questions
A useful offering page helps a prospective investor understand the business, the investment, and the next step. Build it from approved terms and supported claims, with clear access to the documents and a process appropriate to the offering stage.
Read guideMeasuring your fundraising funnel: visits, commitments, and funded investments
Measure the stages between audience attention and an accepted, funded investment separately. Use consistent definitions and time periods so your team can distinguish marketing questions, investor-review work, and payment issues.
Read guideAccepting investments from companies, trusts, and IRAs
The person using checkout may be acting for a company, trust, or retirement account. Identify the legal purchaser, establish authority and eligibility under the applicable rules, and keep the documents, payment arrangements, and ownership records consistent.
Read guidePlanning your next raise: follow-on and concurrent offerings
A new raise needs a fresh review of the exemption, audience, documents, and existing investor rights. Coordinate it with prior and concurrent offerings so the communications, eligibility decisions, and records support each offering's requirements.
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Technology for your offering
Put the plan into practice.
Issuance provides offering pages, investor onboarding, checkout, and tools to manage offering operations. Your company and its professional team remain responsible for the offering and its legal requirements.
Explore the Issuance platformLooking for Regulation Crowdfunding?
Visit Issuance Express.
Reg CF offerings run through our funding portal subsidiary, Issuance Express. Start there for that offering path.
Explore Issuance ExpressGeneral issuer education, not legal, tax, or investment advice. Rules and guidance can change. Use the linked sources and work with qualified advisers on your offering.
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