SEC Updates Data on Exempt Securities Including Reg D, Reg CF, Reg A

The Division of Economic and Risk Analysis (DERA) at the Securities and Exchange Commission (SEC) has provided an update regarding information on exempt securities offerings, including Reg D, Reg CF, and Reg A+. The data is as of the end of 2023.

Reg CF or Regulation Crowdfunding is a new exemption created under the JOBS Act of 2012. This currently allows issuers to raise up to $5 million in a sales of securities hosted online. Under the JOBS Act, both Reg D and Reg A received an update. Reg D added a new variant, Reg D 506c, allowing general solicitation or crowdfunding – but only from Accredited Investors. Reg A was previously a moribund exemption that now allows issuers to also raise money online – up to $ 75 million.

Regulation D now includes three exemptions for exempt offerings: Rule 504, Rule 506(b), and Rule 506(c). Reg D Rule 504 offerings may raise up to $10 million and are subject to state securities laws. Reg D 506b is old Reg D (pre-JOBS Act).

According to DERA, the exemptions above break down as follows:

Table 2: Total Amount of capital raised by type of offering and year
Exempt Offerings (in billions of U.S. dollars)
Year	Regulation D	Regulation A	Regulation CF
2009	696	na	na
2010	1,169	na	na
2011	866	na	na
2012	906	na	na
2013	1,045	na	na
2014	1,332	na	na
2015	1,361	0.010	na
2016	1,322	0.229	0.008
2017	1,849	0.430	0.045
2018	1,723	0.736	0.055
2019	1,558	1.042	0.062
2020	1,355	1.420	0.110
2021	2,497	1.695	0.260
2022	2,365	1.846	0.329
2023	2,750	1.129	0.293

As you would expect, Reg D far outstrips the other exemptions, raising trillions each year. The combination of simplicity and no restrictions on the amount raised has made Reg D the most powerful path for capital raising. This has fueled the economy, creating jobs and prosperity and funding an innovation-driven economy. However, the amount is more of an estimate due to the filing limitations.

Table 1: Number of offerings by type of offering and year
	Exempt Offerings
Year	Regulation D*	Regulation D_New Form D only	Regulation A	Regulation CF
2009	20,752	13,709	na	na
2010	29,361	17,535	na	na
2011	30,629	18,127	na	na
2012	31,363	18,121	na	na
2013	34,085	19,741	na	na
2014	37,258	22,004	na	na
2015	38,502	22,853	14	na
2016	39,481	22,991	84	27
2017	41,668	24,476	92	146
2018	44,441	27,156	100	320
2019	45,535	27,381	108	270
2020	45,840	27,996	173	333
2021	65,372	46,558	282	585
2022	62,193	41,689	307	899
2023	56,721	35,080	212	737
* Includes new Form D filings as well as amendments.

The number of offerings for the three exemptions is below. Due to nuances, Reg D’s number is a bit opaque. A separation of Reg D 506c would have been helpful. Reg A is based on qualified offerings, and Reg CF is based on completed offerings, so these numbers are a bit better.

You may download the DERA report here.