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How Issuers Can Leverage Reg D and Reg A to Raise Capital Through Broker-Dealers
For companies seeking efficient access to growth capital, Regulation D (Reg D) and Regulation A (Reg A) offer powerful alternatives to a traditional IPO. When structured correctly and distributed through experienced broker-dealers, these exemptions allow issuers to raise capital while maintaining regulatory compliance and market credibility. At Red Rock Securities Law, we work closely with issuers to design capital-raising strategies that align business objectives with securities law requirements—helping companies raise capital with confidence.

Reg D: Efficient Capital from Accredited Investors

Reg D remains the most widely used exemption for private offerings and Issuers typically rely on Rule 506(b) or Rule 506(c) depending on their fundraising and marketing goals.
  • Rule 506(b) supports relationship-driven capital raises without general solicitation.
  • Rule 506(c) allows broader marketing and general solicitation, provided all investors are accredited and properly verified.
By partnering with broker-dealers, issuers gain access to established investor networks and professional distribution. Red Rock Securities Law helps ensure offering documents, investor communications, and marketing materials are structured to meet SEC and FINRA standards—minimizing regulatory risk and avoiding costly delays.

Reg A: Expanding Reach and Investor Access

Reg A—often referred to as a “mini-IPO”—allows issuers to raise up to $75 million annually and, under Tier 2, accept investments from both accredited and non-accredited investors nationwide. For issuers, Reg A offers compelling advantages:
  • Access to a broader investor base
  • Increased brand visibility through compliant marketing
  • Potential for greater liquidity than traditional private placements
Red Rock Securities Law guides issuers through every stage of the Reg A process, including drafting of the SEC Form 1A, submittal and SEC offering qualification, broker-dealer coordination, the build of a Regulation A investor raise portal build to administer the raise, and working with the issuer on ongoing reporting obligations.

Why Issuers Choose Red Rock Securities Law

Raising capital requires more than selecting an exemption—it requires a strategy. Issuers work with Red Rock Securities Law to:
  • Identify the right exemption based on growth goals and investor profile
  • Structure offerings that attract broker-dealer participation
  • Prepare clear, compliant disclosures that withstand regulatory scrutiny
Our approach is practical, business-focused, and grounded in deep securities law experience.

Your Partner in Capital Formation

Successful capital raises are built on trust, preparation, and regulatory clarity. Red Rock Securities Law serves as a strategic partner to issuers navigating Reg D and Reg A offerings—helping companies work effectively with broker-dealers, engage investors, and access capital while staying compliant. With over 800 FINRA broker dealers in our retail eco-system – Red Rock Securities Law provides access to deep resources for broker dealers that sell private offerings. Interested in raising capital for your company or project? Call us today to discuss! (720) 586-8610.
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