1 min read
Sources:
Form 1-SA, Form 1-A
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Short answer
Two kinds. Regulation D private placements in September 2022 and in 2024, which are limited to accredited investors and are not public offerings. And Regulation A, Tier 2, in November 2023 for common stock at $1.00 and in September 2026 for the a new class of stock, which allows sales to non-accredited investors after SEC qualification, with a cap on how much a non-accredited person may invest and ongoing audited reporting. The company’s 5% convertible bonds were sold in 2024 through 2026. Regulation A Tier 2 is why the company files audited annual and semiannual reports. 12
2022, 2024: Regulation D (accredited investors; private)
2023, 2026: Regulation A Tier 2 (public; non-accredited allowed; SEC-qualified)
Reporting: Annual and semiannual (audited annually, a Tier 2 requirement)
Regulation D
The September 2022 private placement and the February to May 2024 round were Regulation D offerings: sold privately, to accredited investors, with a Form D notice rather than an SEC-reviewed disclosure document. 1
Regulation A, Tier 2
The November 2023 offering of non-voting common at $1.00 and the September 2026 offering of a new class of stock; terms are in the offering statement were made under Regulation A, Tier 2. That exemption requires an offering circular reviewed and qualified by the SEC, permits sales to non-accredited investors subject to a limit of 10% of income or net worth for each, and imposes ongoing reporting: audited annual reports on Form 1-K and semiannual reports on Form 1-SA. Reinvest also audits under PCAOB standards, which Tier 2 does not require. 2
The bonds
The 5% convertible bonds were issued in 2024, 2025 and the first half of 2026, $38.6 million in all. 1
Why this matters to a reader
Regulation A is the reason a company with four employees publishes audited statements and a legal-proceedings section twice a year. It is also the reason the SEC had a file to open in 2025 and the numbers to close it against in 2026.
Private rounds for accredited investors, then Regulation A for everyone else, which is why the audits and filings exist. 12
Simply put
✅ Reg D
➡️ Private sales to accredited investors in 2022 and 2024.
✅ Reg A Tier 2
➡️ Public offerings the SEC reviewed and qualified: common stock in 2023, preferred in 2026.
➡️ Ordinary investors can buy, up to a limit. The company must file audited reports.
✅ Why it matters
➡️ Reg A is the reason a small private company publishes as much as it does.
Sources
Form 1-SA, Note 7, Stockholders' Equity (September 2022 Regulation D; November 2023 Regulation A; 2024 Regulation D; warrant call); Note 6 (bonds issued 2024 to 2026) Open the filing
Form 1-A, Cover page (Regulation A, Tier 2; investment limits for non-accredited investors; ongoing reporting) Open the filing
