Regulation A is an exemption from the registration requirements mandated by the Securities Act, applicable to small public offerings of securities that do not exceed $5 million in any 12-month period. A company that uses the Regulation A exemption for a securities offering must still file an offering statement with the Securities and Exchange Commission. While Regulation A offerings share some characteristics with registered offerings, they have some distinct advantages over full registration.
The issuer of a Regulation A offering has to provide buyers of the issue with an offering document whose content is similar to the prospectus in a registered offering. However, the advantages of a Reg A offering over a fully registered offering make up for this somewhat onerous requirement. These advantages include - simpler financial statements that do not have to be audited, no Exchange Act reporting requirements until the company has more than $10 million in assets and more than 500 shareholders, and the choice of three formats to prepare the offering circular.