Reg A is considered a “public offering” because all Reg A offerings can be generally advertised.Prior to passing of the JOBS Act, Reg A offerings were limited to raises of no more than $5 million, but they could raise money from any type of investor.  With the JOBS Act, that limit was raised to $50 million, subject to two tiers. Tier 1 offerings can raise up to $20 million in any 12-month period, can be marketed anywhere and raise money from any type of investor. Tier 2 offerings are often called a mini-IPO because the securities can list on stock exchanges such as the Nasdaq or New York Stock Exchange. Through a Tier 2 offering, companies can raise up to $50 million over 12 months.  However, if the investor is not an Accredited Investor, then they cannot invest over 10% of either their annual income or net worth, whichever is greater.