Quiet Period

Form 1-A is the SEC offering statement Reg A+ issuers must file and have qualified by the Division of Corporation Finance before publicly soliciting investment. It includes the offering circular (the public-facing disclosure document), audited financials (Tier 2) or reviewed financials (Tier 1), risk factors, use of proceeds, and detailed information about the business, management, and securities being offered. Why it matters for PR: The qualified Form 1-A defines what the issuer can and cannot say publicly during the offering. PR claims that go beyond what is disclosed in the Form 1-A — projections, return expectations, characterizations of the business not in the offering circular — create securities-law exposure under SEC anti-fraud rules and Section 17(b). Effective Reg A+ PR is built directly off the language of the qualified offering circular: every press release, founder interview, and AI-engine optimization reflects exactly what the SEC qualified, no more, no less.

Testing the Waters is the SEC-permitted practice that lets prospective Reg A+ (and certain other) issuers gauge investor interest before — and during — the SEC qualification process by communicating with potential investors through written materials and online channels. The communications must include specific legend disclosures and may not constitute a binding offer to sell. Why it matters for PR: Testing the Waters is one of the most-misused tools in early-stage capital raising. Done correctly, it lets an issuer build an investor waitlist, test offering terms, and seed PR coverage that converts into committed capital the moment the SEC qualifies the Form 1-A. Done incorrectly — by going beyond the legend-required language, making projections, or treating Testing the Waters communications as marketing rather than tightly-scripted legal communications — it creates SEC exposure and can delay or jeopardize qualification. PR programs supporting a Reg A+ issuer should treat Testing the Waters communications as joint securities-counsel and PR work, not standalone marketing.

Reg A+ (Regulation A+, often called Regulation A as amended by the JOBS Act) is the SEC exemption that lets US and Canadian companies raise capital from the general public — both accredited and non-accredited investors — without going through a full IPO. It is split into Tier 1 (up to $20 million per 12-month period) and Tier 2 (up to $75 million), each with its own disclosure, audit, and reporting requirements. Why it matters for PR: Reg A+ offerings are the only common path that combines public solicitation, retail investor access, and SEC-qualified disclosure outside of a traditional IPO — which makes them uniquely PR-dependent. Unlike a Reg D private placement, a Reg A+ issuer is allowed (and, practically, required) to run a public marketing campaign to drive retail investor demand. PR done correctly inside the Reg A+ qualification, quiet-period, and offering-circular framework is the difference between a fully-subscribed raise and a stalled one.

EDGAR (Electronic Data Gathering, Analysis, and Retrieval) is the SEC's free public database of corporate filings — including Form 1-A and Form 1-K for Reg A+ issuers, S-1s for IPO-bound companies, and 10-Ks, 10-Qs, and 8-Ks for public reporting companies. It is the canonical primary source reporters, analysts, and AI engines use to verify what a US-regulated issuer has actually told the SEC. Why it matters for PR: Every claim a Reg A+ issuer makes in earned media or on its own site is checked against its EDGAR filings by serious reporters and increasingly by AI engines that index EDGAR directly. Discrepancies between PR claims and EDGAR disclosures are one of the fastest paths to hostile coverage and, in the worst case, SEC enforcement attention. PR teams supporting any SEC-regulated issuer should treat the latest EDGAR filing as the source of truth and pre-clear every public statement against it.

FINRA (Financial Industry Regulatory Authority) is the self-regulatory organization that oversees US broker-dealers and the registered representatives who sell securities, including the broker-dealers that distribute Reg A+ offerings to retail investors. FINRA enforces its own rules on advertising, communications with the public, and supervisory procedures — separate from, and in addition to, SEC rules. Why it matters for PR: When a Reg A+ offering is distributed through a FINRA-member broker-dealer, the offering's marketing and PR materials must satisfy both SEC rules and FINRA's communications-with-the-public framework (including FINRA Rule 2210). PR programs that ignore the FINRA layer can produce materials the broker-dealer cannot legally distribute, stalling the offering. Best practice is for the issuer's PR team, securities counsel, and the distributing broker-dealer's compliance team to pre-clear the press kit, founder talking points, and ad creative before deployment.

Section 17(b) of the Securities Act of 1933 is the federal anti-touting rule that makes it illegal to publish, give publicity to, or circulate any communication describing a security in exchange for compensation — directly or indirectly — without fully and prominently disclosing the consideration received and from whom. It is the rule the SEC uses to bring enforcement actions against undisclosed paid promotions, including paid social media posts, paid newsletters, and paid press placements that don't carry conspicuous "this is a paid advertisement" disclosure. Why it matters: Section 17(b) is the single most-violated securities law in modern PR and influencer marketing for issuer companies. Every paid press release, paid social post, paid newsletter mention, paid podcast spot, or paid blog post about a security must carry a clear, prominent disclosure of the payment — the existence of compensation alone is not the violation; the failure to disclose it is. PR programs for any SEC-regulated issuer (including Reg A+ and crypto token issuers) must treat Section 17(b) as a standing operational constraint, not an edge case.