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An issuer can run two securities offerings at the same time, provided each offering independently satisfies its own exemption and the two either fall inside one of the four safe harbors in 17 CFR 230.152 (Integration) or survive the facts-and-circumstances test in Rule 152(a). The harder question is not whether concurrent offerings are permitted — they are — but what the marketing may say: under Rule 152(a)(2), general-solicitation materials for one offering that include the material terms of a concurrent offering can themselves constitute an offer in that other offering.
Integration is the doctrine that allows what an issuer calls two offerings to be treated as one. Integrated offerings are tested against a single exemption, so an offering that would have complied alone can fail because the combined transaction exceeds a dollar limit, admits an ineligible purchaser, or introduces general solicitation into an exemption that prohibits it. The rule was rewritten effective March 2021, replacing a five-factor analysis with a general principle plus four safe harbors.
The general principle: Rule 152(a)
Rule 152(a) applies only when no safe harbor does. It asks whether the issuer can establish, on the particular facts and circumstances, that each offering either complies with registration or has an available exemption. Two conditions attach, and they map onto the situations issuers actually encounter.
Where one offering prohibits general solicitation — Reg-D 506(b) and Section 4(a)(2) being the common cases — Rule 152(a)(1) requires a reasonable belief, with respect to each purchaser in that offering, that the issuer or anyone acting on its behalf either did not solicit that purchaser through general solicitation, or established a substantive relationship with that purchaser before the non-solicited offering commenced. This is a per-purchaser test, and it is evidentiary: the belief has to be supported by records of how each investor entered the pipeline. The distinction between the two Reg-D paths is covered in Reg-D 506(b) vs 506(c) solicitation rules.
Where both offerings permit general solicitation — Reg-CF alongside Rule 506(c), or Reg-A+ alongside 506(c) — Rule 152(a)(2) states that general solicitation materials for one offering that include information about the material terms of the concurrent offering may constitute an offer in that other offering. The offer must then comply with all requirements for, and restrictions on, offers under the exemption relied on for the other offering, including legend requirements and communications restrictions. This is the provision that turns a compliance question into a marketing question.
Rule 152 also states on its face that it will not avoid integration for any transaction that, although in technical compliance, is part of a plan or scheme to evade the registration requirements of the Securities Act.
The four safe harbors: Rule 152(b)
If a safe harbor applies, no integration analysis under paragraph (a) is required. The four are non-exclusive — failing one does not mean the offerings integrate, only that the facts-and-circumstances test governs.
| Safe harbor | What it covers | Practical effect |
|---|---|---|
| Rule 152(b)(1) — 30-day separation | Any offering made more than 30 calendar days before another offering commences, or more than 30 calendar days after another offering terminates or completes | The general sequencing tool. One proviso: where an offering prohibiting general solicitation follows one that allowed it, the per-purchaser test in Rule 152(a)(1) still applies |
| Rule 152(b)(2) — Rule 701, employee plans, Regulation S | Offers and sales under Rule 701, pursuant to an employee benefit plan, or in compliance with Rules 901 through 905 (Regulation S) | An offshore Reg-S tranche and an employee equity plan sit outside the analysis entirely |
| Rule 152(b)(3) — registered offering following certain offerings | A registered offering following a terminated or completed offering that prohibited general solicitation; one made only to qualified institutional buyers and institutional accredited investors; or a general-solicitation offering that ended more than 30 days prior | The path from private rounds into an S-1 or IPO |
| Rule 152(b)(4) — general-solicitation exemption following anything | Offers and sales in reliance on an exemption permitting general solicitation, made subsequent to any terminated or completed offering | The widest of the four. A 506(c), Reg-A+ or Reg-CF offering launched after a prior offering has terminated does not integrate with it, with no waiting period |
Safe harbor (b)(4) is the one issuers most often overlook. Because Reg-CF, Reg-A+ and 506(c) all permit general solicitation, an issuer that closes one round cleanly before starting the next has an unconditional safe harbor with no 30-day wait. Most integration problems in practice are not caused by a restrictive rule; they are caused by rounds that were never actually terminated.
When an offering commences and terminates
The safe harbors depend on dates fixed by rule rather than chosen by the issuer. Rule 152(c) sets commencement; Rule 152(d) sets termination or completion.
| Offering type | Commenced — Rule 152(c) | Terminated or completed — Rule 152(d) |
|---|---|---|
| Rule 241 generic solicitation | The date of the first generic offer soliciting interest in a contemplated offering for which no exemption had yet been determined | Not applicable — Rule 241 precedes the choice of exemption |
| Section 4(a)(2), Regulation D, Rules 147 and 147A | The date the issuer first made an offer in reliance on those exemptions | The later of a binding commitment to sell all securities to be sold under the offering, or the date the issuer and its agents ceased efforts to make further offers |
| Regulation A | The earlier of the first testing-the-waters offer under Rule 255 or the public filing of Form 1-A | Withdrawal under Rule 259(a); Form 1-Z for a Tier 1 offering under Rule 257(a); a declaration of abandonment under Rule 259(b); or the third-anniversary limit in Rule 251(d)(3)(i)(F) |
| Regulation Crowdfunding | The earlier of the first testing-the-waters offer under Rule 206 or the public filing of Form C | The offering deadline identified in the offering materials under Rule 201(g), or as indicated by the intermediary in any notice to investors under Rule 304(b) |
Testing the waters starts the clock. A Reg-A+ issuer that runs a Rule 255 campaign in January and files Form 1-A in June commenced its offering in January, not June — and any private round overlapping that window sits inside the same analysis. The demand-validation mechanics are covered in Reg-A+ testing the waters. Reg-CF termination keys to a stated deadline rather than issuer conduct, which makes it the easiest leg to sequence around.
The structures issuers actually build
| Structure | Both legs permit general solicitation? | Governing constraint |
|---|---|---|
| Reg-CF + Reg-D 506(c) | Yes | Rule 152(a)(2) plus the Reg-CF advertising limits in Rule 204. The most common retail-plus-accredited structure |
| Reg-CF + Reg-D 506(b) | No — 506(b) prohibits general solicitation | The Rule 152(a)(1) per-purchaser test. A publicly visible Reg-CF campaign makes the pre-existing-relationship record for each 506(b) purchaser the central evidentiary question |
| Reg-A+ + Reg-D 506(c) | Yes | Rule 152(a)(2), plus disclosure of the concurrent private placement in the offering circular |
| Two concurrent Reg-CF offerings on different portals | Not available | The instruction to 17 CFR 227.100(a)(3) states that an issuer shall not conduct an offering or concurrent offerings in reliance on Section 4(a)(6) using more than one intermediary |
The dollar-limit interaction is separate. Reg-CF is capped under Rule 100(a)(1) at $5,000,000 sold in reliance on Section 4(a)(6) during the preceding 12 months; Rule 506(c) has no cap. Where the two do not integrate, the 506(c) leg does not consume Reg-CF capacity — the structural reason the pairing exists.
The advertising constraint that breaks concurrent Reg-CF structures
Reg-CF restricts issuer advertising more tightly than any other exemption in the set. Under 17 CFR 227.204 (Advertising), an issuer may not, directly or indirectly, advertise the terms of a Section 4(a)(6) offering except through a notice that directs investors to the intermediary's platform and includes no more than three categories of information: a statement that the issuer is conducting a Section 4(a)(6) offering with the name of and a link to the intermediary; the terms of the offering; and factual information about the legal identity and business location of the issuer. Rule 204(e) defines "terms of the offering" as the amount, nature and price of the securities, the closing date, the planned use of proceeds and progress toward the funding target.
Read alongside Rule 152(a)(2), the problem is visible: a 506(c) deck describing the concurrent Reg-CF round in any detail may constitute an offer in the Reg-CF offering, and would then have to satisfy Rule 204 — which a private-placement deck plainly does not.
Rule 204(d) addresses this directly, and it is the most useful provision in the set for anyone building a concurrent structure. An issuer conducting a Reg-CF offering concurrently with another offering that discloses the terms of the Reg-CF offering in the disclosure document for the other offering will not be deemed to have exceeded the Rule 204 disclosure limitations, provided that disclosure document satisfies all the other requirements of Rule 204. One mechanical condition applies: if the other offering's disclosure document is filed on EDGAR, the link to the intermediary required by Rule 204(b)(1) may not be a live hyperlink.
Sequencing questions to work through with counsel
- Fix the commencement date of each leg by rule, not by intent. Testing-the-waters activity under Rule 255 or Rule 206 commences the offering, as does the first offer in reliance on Regulation D.
- Establish whether a prior round has actually terminated under Rule 152(d). An open-ended private round with no binding commitment and no documented cessation of efforts has not terminated, which forecloses safe harbors (b)(3) and (b)(4).
- Determine whether either leg prohibits general solicitation. If so, the per-purchaser analysis governs and pipeline records become the operative evidence.
- Map every marketing asset against both exemptions. An asset describing the material terms of the other offering is analyzed under that offering's rules, including Rule 204 for a Reg-CF leg.
- Confirm intermediary count and state-law treatment. Rule 100(a)(3) permits one intermediary across concurrent Section 4(a)(6) offerings, and blue-sky treatment is a separate question from federal integration.
Frequently Asked Questions
Can an issuer run a Reg-CF and a Reg-D 506(c) offering at the same time?
Yes. Both exemptions permit general solicitation, and nothing in Rule 152 prohibits concurrent offerings. Each leg must satisfy its own exemption, and the offerings must either fall within a Rule 152(b) safe harbor or survive the facts-and-circumstances analysis in Rule 152(a). The practical constraint is Rule 152(a)(2), which can treat 506(c) materials describing the Reg-CF terms as an offer in the Reg-CF offering.
What does the 30-day integration safe harbor actually require?
Rule 152(b)(1) provides that any offering made more than 30 calendar days before the commencement of another offering, or more than 30 calendar days after the termination or completion of another offering, is not integrated with it. One proviso applies: where an exempt offering that prohibits general solicitation follows an offering that allowed general solicitation, the per-purchaser reasonable-belief test in Rule 152(a)(1) still applies.
Does testing the waters start the integration clock?
Yes. Under Rule 152(c), a Regulation A offering is deemed to commence on the earlier of the first testing-the-waters offer under Rule 255 or the public filing of Form 1-A, and a Reg-CF offering on the earlier of the first Rule 206 offer or the public filing of Form C. A Rule 241 generic solicitation commences an offering on the date of the first generic offer, even though no exemption has been selected at that point.
Can an issuer run two Reg-CF offerings on two different portals?
No. The instruction to Rule 100(a)(3) of Regulation Crowdfunding states that an issuer shall not conduct an offering or concurrent offerings in reliance on Section 4(a)(6) using more than one intermediary. This is a condition of the Reg-CF exemption itself rather than an integration question, and no Rule 152 safe harbor addresses it.
Does a concurrent private placement deck violate Reg-CF advertising rules?
Rule 204(d) provides a specific accommodation. An issuer running a Reg-CF offering concurrently with another offering whose disclosure document discloses the Reg-CF terms will not be deemed to have exceeded the Rule 204 limits, provided that disclosure document satisfies the other requirements of Rule 204. If the document is filed on EDGAR, the required link to the intermediary's platform may not be a live hyperlink.
Where this fits in a capital-raise plan
Concurrent offerings are a sequencing and communications discipline more than a legal-structuring exercise. The exemptions coexist by design; problems come from marketing planned as one campaign against offerings documented as two, or a prior round that was never formally closed.
Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 200+ campaigns supported across Reg-CF, Reg-D 506(c), Reg-A+ and tokenized securities offerings, on 23+ crowdfunding platforms and across 25+ industries. Our Reg-D 506(c) marketing team builds accredited-investor campaigns that stay inside the communications perimeter counsel sets, and where a retail leg runs alongside it, our Reg-CF equity crowdfunding practice handles the Rule 204 constraints on the public-facing side. Talk to our team about sequencing a concurrent raise before the first asset goes out.
Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.
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