There are, of course, SEC rules that Reg A issuers must follow when advertising their offerings in this manner – the most basic of which are:

• Don’t lie. Or make any misleading statements at all. 
• Don’t forget your “legends and links.” If you are doing the ad as part of your “testing the waters” then you need to include the SEC’s “No money…” legend, and once you’ve filed an offering statement with the SEC, you also need to provide the offering circular, which is typically done by providing a hyperlink to the 1-A filed on EDGAR. For TV or radio ads – or anything that isn’t clickable – there are “best practices” for complying with this – which we’ve written about in the past.  

However, the rules governing TV, Radio, and Online Audio/Visual advertisements of a Regulation A offering also change based on when the ads are run. 

On February 17, 2026, the SEC staff added C&DI 182.28, which answers the question—can I advertise my Reg A offering on TV/radio or via online audio/visual ads?—with a very securities-law answer: it depends. 

The Staff identified three windows of a Regulation A offering, and how the advertising rules for TV, Radio, and Online Audio/Video ads change based on which window the issuer falls into when the advertisement is made.

1. Before you file the Form 1-A (“Testing the Waters”): TV, Radio, and Online Audio/Visual Ads OK. 

Before your you file your Form 1-A with the SEC, you are pretty much unconstrained by the type of media you use. Social media, broadcast media, and traditional print media are all fair game so long as they comply with Rule 255(b)(1)–(3)—the Regulation A “testing the waters” framework.  

2. After the Form 1-A is filed, but before qualification: TV, Radio, and Online Ads Still OK. 

Once the Form 1-A is on file (but not yet qualified), TV, radio, and online video/audio ads are still permissible, so long as they comply with the rules allow during this phase—oral offers are permitted, and written offers can be made if they comply with Rule 254 (and solicitations of interest continue to be permitted under Rule 255 – each of which require their own “legends and links” described further above).

3. After qualification: TV and Radio Ads NOT OK. Online Audio/Video Ads Probably OK.  

This is the headline that most issuers will care about. In its February 17, 2026 C&DI update, the SEC clarified that after qualification, you cannot advertise the offering on TV or radio because Rule 251(d)(1)(iii) requires post-qualification written offers to be “accompanied with or preceded by” the most recent offering circular, and traditional broadcast doesn’t realistically allow that.  Online audio/visual ads can be permissible after qualification, but only if the offers can be accompanied with or preceded by the most recent offering circular (i.e. a clickable link to the offering circular in the video description).  

Takeaway: Once a Regulation A offering is qualified, advertising options shrink quickly. Pre-qualification, the rules give issuers meaningful room to build awareness through essentially all types of media. Post-qualification, however, the SEC’s framework requires that offers be delivered with or preceded by the most recent offering circular —which is easy to do online with a clickable link, and very hard (or impossible) to do in most traditional media (such as TV, radio, and print media).

So what’s realistically left after qualification? Digital placements that can deliver the offering circular in the same user flow—think clickable ads where the offering circular is immediately accessible—are workable. But TV and radio spots, print ads, billboards, and other “broadcast” or static formats are largely non-starters because you can’t reliably pair them with the offering circular at the moment the offer is made.

And yes—it’s frustrating. Regulation A is one of the few pathways where marketing really matters, because these offerings don’t sell themselves. Many early-stage issuers need broad reach, and a lot of them are trying to reach investors who still consume information through traditional channels. The irony is that the audience with the most investable capital isn’t always living on the same platforms where compliance is easiest.

Nonetheless, there are plenty of Reg A success stories with companies raising $50m+, so it’s not impossible to generate significant investor interest under Regulation A’s advertising framework. Effectively utilizing the windows in your Regulation A offering process when you have maximum advertising flexibility is key to a successful marketing strategy. Securities lawyers that are well versed in Regulation A rules and regulations can help you navigate advertising your marketing strategy in a compliant manner. 

 1. It should be noted that the SEC did not address whether use of QR codes in lieu of a hyperlink to the most recent offering circular would be permitted for a TV ad – a suggestion we have to the SEC in our comment letter on the Concept Release, where we urged the SEC to adopt a more flexible approach to the OC delivery requirements.

The post Reg A Advertising on TV, Radio, and Online Audio/Visual Ads: What the SEC Staff Just Clarified (C&DI 182.28) appeared first on CrowdCheck.

Fortunately, on February 17, 2026, the SEC staff updated its Regulation Crowdfunding Compliance & Disclosure Interpretations (C&DIs), and provided bit more clarity on how Reg CF offerings can be marketed in a compliant manner. 

A few key takeaways: 

• “Testing The Waters” Before An Offering Is Permitted. The SEC confirmed that an issuer may communicate orally or in writing to see if there’s interest in a contemplated Reg CF offering prior to filing a Form C.In these communications, the issuer must clearly state that (i) no money or other consideration is being solicited,; (ii) no offer to buy securities can be accepted and no part of the purchase price can be received until the offering statement is filed and only through an intermediary’s platform; and (iii) a prospective purchaser’s indication of interest involves no obligation or commitment of any kind. The SEC further noted that copies of any materials you use in this manner should be filed with the Form C – so make sure you that any advertising materials you use are compliant before dissemination. Finally, the Staff draws a line between “offers” and ordinary course communications: purely factual business information that doesn’t condition the market for a securities offering may be disseminated, but the SEC has historically interpreted “offer” broadly where publicity is used to build interest ahead of financing. 
• Advertising The “Terms Of The Offering” is Permitted, But Heavily Constrained Off-Platform. The SEC confirmed that issuers can advertise “terms of the offering” in a Reg CF—but if that advertising occurs outside the intermediary’s communication channels on the platform, it’s generally limited to the narrow Rule 204(b) notice content. “Terms of the offering” are the amount of securities offered, the nature of the securities, the price of the securities, the closing date of the offering period, the planned use of proceeds, and the issuer’s progress towards its funding target. 
• Video Advertising is Permitted (solong as it complies with Rule 204(b)).
• Advertising That Doesn’t Include The “Terms Of The Offering” Is Not Restricted. If an advertisement doesn’t include any offering terms, the Rule 204(b) notice limitation doesn’t apply. So advertising your business generally is OK – just make sure it doesn’t mention the offering.
• Third-Party Media Articles Can Constitute A Notice That Would Subject An Issuer To The Limitations Of Rule 204. C&DI 204.04 reads like a cautionary tale. A third-party publication (say, a friendly write-up in an online publication on your Company) has agreed to write an article about your Company, and you just so happen to be starting your Reg CF offering. What a great opportunity to promote your company and help your raise, right? Well, maybe not. A third-party publication can be treated as a Rule 204 notice if it advertises offering terms and the issuer is directly or indirectly involved in its preparation (e.g. if the company’s CEO is interviewed for the article). The Staff basically flags the practical problem: if the article contains any information on your offering, it’s deemed a notice – and at that point, it’s unlikely the article will comply with Rule 204’s content limits. If the article doesn’t advertise offering terms, it may not be a Rule 204 notice—though it could still be an “offer” under general Securities Act principles.  Takeaway: If you’re coordinating PR, treat it like securities communications. Issuer involvement + offering terms in a third party publication is the danger zone. 

In general, it’s best to consult with a securities attorney familiar with Regulation Crowdfunding’s rules and regulations to make sure your marketing efforts are compliant. 

The post “Securities Are Sold, Not Bought—But Reg CF Marketing Has Rules: The SEC’s New Reg CF C&DI Guidance” appeared first on CrowdCheck.

However, especially for consumer-based companies, I can’t help but think that the conservative IPO route encouraged by their counsel and bankers is missing real opportunities to expand their stakeholder base prior to going public.

Consider a company like Strava. Its valuation is based on growing its user base and converting free users into paid subscribers. That requires increasing users’ interest in the company itself, not just the service. After all, if a different service comes along offering a similar or better experience, users will migrate to that new option.

What will keep those users loyal is if they have a financial stake in the company’s success. A traditional IPO won’t create that dynamic, as the offering will be filled by institutional investors and funds. Retail investors won’t own a piece just because they like the company. However, they would if they were invited to participate in an offering under Regulation A.

Compared to a registered offering, Regulation A provides much more freedom to communicate with retail investors. Companies can contact investors via email, social media, or through an app. Users could also be given incentives and perks that align with a company’s marketing mission for paid user growth. Further, those users would become stakeholders with a vested interest in the company’s success, not just the product or service being offered. This type of earned loyalty may deliver significant benefits as the company moves toward its IPO.

Conservative counsel and bankers may think a Regulation A offering introduces too many market risks. However, there are likely solutions they’re not considering. For instance, the terms for a Regulation A offering could include a lock-up or other trading limitations to ensure there are no issues on the initial trading day during the subsequent IPO. With proper planning, solutions are available for those perceived risks.

Since the amendments to Regulation A in 2015, companies have successfully used this mechanism to raise capital, engage their user base, build their brand, and prepare for going public. I believe more companies should have caught onto its potential by now, but perhaps that will also become a theme for 2026.

The post Why IPO Candidates Should Consider Regulation A First appeared first on CrowdCheck.

Everyone in crowdfunding knows that once a company has taken money from investors in an offering subject to Regulation Crowdfunding, it must provide updates to those investors in annual Form C-AR filings. (Sadly, not everybody in crowdfunding actually complies with that requirement. Kingscrowd data shows a significant decline in ongoing reporting from dismal to an appalling 24.4% for the most recently completed reporting period.)

The filing requirement generally continues for three years but if an “issuer” (explanation coming up) has filed at least one C-AR and has fewer than 300 “holders of record” it may terminate reporting, by filing a Form C-TR.

Back in 2021, it became legal for crowdfunding companies to use SPVs, bundling all human investors into an entity that showed up as one entry on the cap table. The SEC made this work by saying that both the company and the SPV were “co-issuers” and could file on the same Form C. There was a lot (and I mean a LOT) of discussion about the consequences of permitting the use of SPVs, both in the release that proposed this structure, and the release that adopted the new rules. But in neither the Proposing nor the Adopting Release was there a word about the impact on ongoing reporting requirements. So one would have THOUGHT that those ongoing reporting requirements would be unchanged. Now the issuing company only has one “holder of record” – the SPV (plus any non-natural persons investing) but the SPV is also an issuer, and it will have all the human investors on its books as holders of record, and Rule 202(b) says “an issuer” must continue to comply with the ongoing reporting requirements. So you might THINK that investors should get their three years’ worth of updates that way.

Wrong. Current practice is that a company counts the SPV as one holder, and disregards the fact that more than 300 investors may hold through the SPV, and we understand that this is not a position that will be challenged by the Staff*.

You have to ask why a change that resulted in less information flowing to investors wasn’t flagged in the rulemaking process as a consequence of the rule change, and a deliberate policy choice. Although the more pertinent question may be “Sara, why the moral outrage about the rules permitting fewer filings when no-one is making those filings in the first place?” I have no answers.

*Of course only the Staff can say whether this is accurate. [Added Feb 19.]

The post “One and done” SPV reporting? Really? appeared first on CrowdCheck.

At CrowdCheck, we were founded on the premise of “why would anyone invest in an unknown company over the internet?” The same is true for crypto. Still, these scammers formed a real corporation in Colorado, made exempt reporting adviser filings with the SEC, and created a platform that investors could interact with. Those elements together were enough to convince investors that the opportunity was real.

What those investors didn’t realize is that the state and SEC filings did not include any regulatory oversight or approval of the business. Further, AI is changing web and software product development so that it is easy to create a realistic looking platform for users to interact with. Victims in this scam may have relied on those elements as indicia of trust to their detriment.

There are real differences between the type of activity and regulatory oversight of different categories of investment intermediaries. State filings should be backed up by confirmations of good standing. That is just a start to the due diligence necessary before making an investment in an unknown company over the internet, and is why companies and intermediaries use CrowdCheck to protect their investors and demonstrate trust when they are competing with scammers for attention. 

The post AI and Fraudsters are Upending Indicia of Trust in Online Investments appeared first on CrowdCheck.

Although the list of priorities specific to funding portals is shorter than those for other regulated entities, it still signals the areas where the SEC believes compliance gaps may exist. In particular, the SEC plans to focus on funding portals’ relationships with qualified third parties responsible for holding investor funds in escrow, the adequacy and preservation of their records, the sufficiency of their written policies and procedures, and their implementation of the 2024 amendments to Regulation S-P.

The funding portal examination priorities is provided below:

Funding Portals 

The Division will focus on funding portal arrangements with qualified third-parties regarding the maintenance and transmission of investor funds and examine whether funding portals are making and preserving required records.  In addition, the Division will review funding portals’ written policies and procedures to assess if they are reasonably designed to achieve compliance with applicable federal securities laws and rules relating to its business as a funding portal.  After the compliance date, the Division may also examine funding portals for compliance with the 2024 amendments to Regulation SP, including the safeguards rule, the disposal rule, and the requirement to establish incident response programs.*   

* (1) requiring [funding portals] to develop, implement, and maintain written policies and procedures for an incident response program that is reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information; (2) requiring that the response program include procedures for [funding portals] to provide timely notification to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization; and (3) broadening the scope of information covered by Regulation S-P’s requirements

The post SEC Announces Examination Priorities. appeared first on CrowdCheck.

At its core, integration in securities law means this: if one offering of securities is being used to promote or support another offering, the SEC may treat them as the same offering. That can have serious consequences. CrowdCheck previously published a summary about how integration can impact online offerings here, https://crowdcheck.com/wp-content/uploads/2024/03/Concurrent-online-offerings-1.pdf. It is easy to see that the analysis can be messy when applied to real-world facts and circumstances. That’s why the SEC adopted Rule 152 to provide a clearer framework and safe harbors that help ensure different offerings won’t be integrated.

When Integration Becomes a Problem

Under Rule 152, a Reg A offering is deemed to begin when a company either publicly files its Form 1-A offering statement or starts testing the waters for its planned Reg A raise. If either of these activities happens while a Reg CF offering is still open, Rule 152 may require the two offerings to be treated as one.

That means the company would be limited to raising a combined total of $5 million between the Reg CF and Reg A offerings. Exceeding that amount could expose the company to SEC enforcement or a right of rescission by investors that would act as a put hanging over the company until the statute of limitation has expired. Either of those can easily derail a fundraising plan and limit future fundraising opportunities.

Avoiding Integration

Any company issuing securities should also consult with their advisers on how their specific situation could trigger integration issues and how to avoid it. Fortunately, there are options to navigate this challenge:

• First-time Reg A issuers:
  Companies that haven’t conducted a Reg A offering before are able to make a confidential submission to the SEC while their Reg CF offering is still ongoing. This allows the SEC review process to begin early, while delaying the public filing until after the Reg CF offering closes. By following the confidential submission timing rules, the company would fall outside of when a “offer” is defined to occur under Rule 152.
• Companies with prior Reg A offerings:
  Rule 152 requires these companies to demonstrate a clean break between the close of the Reg CF offering and the start of the Reg A process. This can be done through a safe harbor if the Form 1-A is filed 30 days or more after the Reg CF offering terminates. The circumstances of the offerings may allow for a shorter period by following the general principles of integration, but this will be a facts and circumstances determination for that company.

It’s Complicated—But Manageable

If this all sounds complicated, that’s because it is. The intersection of Reg CF, Reg A, and Rule 152 involves technical nuances that can have real financial consequences. But with careful planning, and the right guidance, you can stay compliant, protect your investors, and move confidently from one offering to the next.

The post Integration Pitfalls: Navigating Rule 152 When Moving from Reg CF to Reg A appeared first on CrowdCheck.

But SEC Chair Paul Atkins says he’s fast-tracking the President’s proposal. What does he mean by this? There are various ways of making a change like this. The SEC could put out a Concept Release, followed by a series of roundtables where the great and the good present opposing positions, followed by a summary of comments received, followed by a Proposing Release, a Reproposing Release reflecting comments received, and then an Adopting Release. That could take several years (and I’ve worked on rule changes that followed that pattern). Or the Staff could be directed to start working on a proposal this week,* with a Proposing Release to be voted on by Halloween, a 60-day comment period (which would require taking a robust approach to the impact on smaller registrants), a vote on adoption by New Year’s Eve, and effectiveness before the first quarter 2026 has even ended. Will that happen? No, never has. But if I had to put money on this issue, I would be betting that it will happen, and that it will happen in a matter of months.

Is it a good idea? We can discuss that more when we see the actual proposal. But I do know that we have several smaller-than-micro registrants among our client base who will be delighted if this happens.

*Assuming the government stays open.

The post Semi-annual reporting for SEC-registered companies? appeared first on CrowdCheck.

But the need for funding for startups is still there, especially outside the tech hubs.

And there is still money out there. Remember Fred Wilson back in the day? In 2012 he speculated that if only 1% of the money tucked away in money market funds was deployed into crowdfunding, that’d be a $300 billion injection into small businesses.^[2]

Obviously, that didn’t happen. Why not?

Let’s start with an important principle. It’s the rich people that have the money. It’s absolutely marvelous when regular folks invest a modest amount of money in local or affinity businesses that they know and believe in. But it’s not enough. We need big chunks of money to back up that everyday money. And the rich have that money. How do we get it from them?

We’re not talking about regular accredited investors here.  Some 18.3% of households are accredited, according to the Federal Reserve’s 2022 survey.^[3] Meemaw in Illinois worked for a rural electric cooperative for years, contributed to her 401(k) and by dint of hard work and a modest lifestyle, now has a lake house and money in her brokerage account. We are not going to pursue her funds and ask her to invest large sums in risky startups.

We are talking about Buffy and Chad here. Members of the 1%.^[4] Buffy is divorced from a Captain of Industry. Added to her own family wealth, her income from her interior design business and the capital gains from her divorce settlement, she is sitting on a comfortable $25 million. She spends a lot of the income thrown off by this on competitive dressage, but still has at least a million sitting in money market funds at any given time. Her brokers at Stanley Morgan (dual registered broker-dealers and RIAs) call her every month to see if she wants to adjust her portfolio, but: “Honestly, darling, I don’t understand any of that and I’m leaving it to you to handle.” Let’s convince Stanley Morgan to persuade her to allocate 1% of her net worth to a diversified range of vetted crowdfunding opportunities.

Chad is an M&A partner in VichyLaw LLP. He is extremely sophisticated in all investment matters but has very limited time. He has to juggle visitation with the children from his previous marriages, and to be honest, researching resource allocation in his own portfolio seems beneath him somehow when he has people for that. His net worth is probably $32 million; he’s not clear on the exact amount, but suspects he knows which of his partners has more than he does. Let’s convince his “people” to invest 1% of Chad’s net worth in a diversified range of vetted startup companies. 

How do we do that? We have to address two issues: convenience and confidence. RIAs working for the people with large portfolios are not going to spend large amounts of time researching where to find compliant and interesting investments in early-stage companies. What they will need is a platform where they can effectively, in accordance with their clients’ preferences, send orders like “Invest $50k over at least 10 investments in common shares issued by corporations in clean energy/organic petfood/early education. No SAFEs, no crypto.” The platform could use algorithms to send back suggestions (thinking that the platform may want to be an RIA itself, maybe) and the RIA could accept or reject the package and transmit the money. And the confidence? Well, I don’t want to talk my own book (untrue) but obviously the CrowdCheck diligence and fact-checking package would provide that (and protect the RIA from liability).

Let’s build this and get talking to the RIAs for the Buffys of this world!

^[1] https://www.sec.gov/files/dera-reg-2505.pdf; https://www.sec.gov/files/dera-reg-cf-2505.pdf

^[2] https://www.economist.com/business/2012/06/16/the-new-thundering-herd

^[3] https://www.sec.gov/files/review-definition-accredited-investor-2023.pdf

^[4] The 1% club starts at $13.7m net worth.  https://finance.yahoo.com/news/rich-enough-top-1

The post 1% from the 1% appeared first on CrowdCheck.

To be clear, there is utility in tokenization. In the securities world, representing traditional equity securities as tokens can improve the efficiency of transfers and settlements, and simplify the distribution of dividends or other payments. We’ve worked with several companies that have used this approach effectively. After all, the blockchain infrastructure used for tokenization is essentially an advanced ledger—an ideal tool for maintaining transparent and accurate records of ownership.

However, it’s critical to remember: tokenizing a security does not change the fact that it is a security. As SEC Commissioner Hester Peirce has pointed out, there is no alchemy that magically transforms a tokenized security into something outside the scope of securities regulation.

That’s where regulatory frameworks like Regulation A and Regulation Crowdfunding come into play. These exemptions from SEC registration offer companies a streamlined path to raise capital while still complying with federal securities laws. With scaled disclosure requirements, these exemptions provide a flexible and cost-effective alternative to a full public offering—particularly attractive for startups and innovative ventures navigating the token space.

For investors, this means access to offerings that come with a baseline of transparency and accountability. Disclosures under Regulation A and Regulation Crowdfunding are designed to provide the information necessary for informed decision-making. This sets apart compliant projects from the fly-by-night schemes that promise quick riches but are more interested in extracting money than building value.

Of course, no level of disclosure can guarantee success. But at the very least, it gives investors a fighting chance—one based on facts rather than hype.

The post Tokenization Isn’t Magic: Compliance Still Matters in the Digital Asset Space appeared first on CrowdCheck.