Mini-IPO” (Regulation A+

Since a PPM (Private Placement Memorandum) is for private sales, the answer to “Can I sell to the public myself?” is generally no.

​However, there is a middle ground often called the “Mini-IPO” (Regulation A+). This is the only way a smaller company can legally sell to the general public (including non-wealthy investors) without doing a full, multi-million dollar IPO on the NYSE.

​Regulation A+: The “Public” Alternative

​If you want to bypass the “Accredited Investor” rule and sell to your customers, fans, or the general public directly, you would use Reg A+ instead of a standard Reg D PPM.

​1. The Two Tiers

• ​Tier 1 (Up to $20 Million): Best for local or regional raises. You don’t need audited financials, but you have to get approval from every state where you plan to sell (which can be a legal nightmare).

• ​Tier 2 (Up to $75 Million): This is the gold standard. It “preempts” state laws, meaning you only deal with the SEC.
  • ​The Catch: You must provide audited financial statements and file semi-annual reports (like a “lite” version of a public company).
  . ​2. Can you sell it yourself? ​Yes. Under Reg A+, you can “Test the Waters.” This means you can post on social media or your website to see if people are interested before you even finish the legal paperwork.
  • ​Direct Sales: You can set up a “Invest Now” button on your own website.
  • ​No Broker Needed: You don’t have to hire a broker-dealer to find investors, though many companies use “Crowdfunding Portals” (like StartEngine or Wefunder) because they already have the audience.
  ​Comparison: PPM vs. Reg A+

Feature	Private Placement (PPM/Reg D)	Mini-IPO (Reg A+)
Investor Type	Mostly “Accredited” ($1M+ net worth)	Anyone (The General Public)
Max Raise	Unlimited	$75 Million per year
Publicity	Generally Forbidden	Allowed (Social media, ads, etc.)
Paperwork	Fast, no SEC “approval” needed	3–5 months for SEC “Qualification”
Audits	Usually not required	Required for Tier 2

Summary of the “Self-Sale” Rules

​If you have a PPM, you are legally “invisible” to the public. If you want to be “visible” and sell to everyone yourself, you must upgrade your filing to a Reg A+ Offering Statement (Form 1-A).

​Warning: Attempting to sell a private PPM to the general public is one of the fastest ways to get a “Cease and Desist” from the SEC. It is considered selling unregistered securities.

​Would you like me to explain the specific “Accredited Investor” rules so you can see if your current target audience even qualifies for a PPM?