# RegAMagazine — Full Text
Source: https://regamagazine.com · Data as of October 20, 2026 · License: CC BY 4.0
RegAMagazine does not provide investment advice and does not recommend, endorse or rate any security, issuer or offering. Profiles are news and educational content only. Not an offer to sell or a solicitation to buy any security. Regulation A and Regulation CF investments are speculative and illiquid; investors can lose their entire investment.

# Reg A & Reg CF FAQ
## What are Reg A and Reg CF?
They are two SEC exemptions, expanded by the 2012 JOBS Act, that let private companies sell securities to the general public — not just wealthy, accredited investors — without a full IPO registration. Both require the company to file disclosure documents with the SEC that anyone can read on EDGAR.

## Can I invest if I'm not an accredited investor?
Yes. Both Reg CF and Reg A Tier 2 are open to non-accredited investors 18 or older, subject to investment limits described below. Accredited investors face no Reg CF limit.

## Why don't these companies get covered by analysts?
The offerings are small, the companies are private, and there are no trading commissions or investment-banking fees to support research. That's the gap RegAMagazine covers.

## How much can a company raise under Reg CF?
Up to $5 million in a 12-month period.

## Where do Reg CF offerings take place?
Only online, through a single SEC-registered intermediary — either a funding portal or a broker-dealer — that is a member of FINRA. Highlander Crowdfunding, which hosts the offerings profiled on this site, is a registered funding portal.

## How much can I invest in Reg CF offerings?
Non-accredited investors are limited across all Reg CF offerings in any 12-month period: If either your annual income or net worth is below $124,000: the greater of $2,500 or 5% of the greater of your income or net worth. If both are $124,000 or more: 10% of the greater of your income or net worth, up to $124,000. Net worth excludes your primary residence. Accredited investors have no Reg CF limit.

## What is a Form C?
The disclosure document a company files with the SEC to launch a Reg CF offering. It covers the business, management, use of proceeds, offering terms, financial statements and risks. Companies file Form C-U progress updates and, after a successful raise, an annual report on Form C-AR.

## Can I cancel a Reg CF investment?
Generally yes, up to 48 hours before the offering deadline. If the company makes material changes to the offering, investors must reconfirm or their commitments are cancelled. Check the platform's specific rules.

## What happens if the company doesn't hit its target?
Reg CF offerings set a minimum target. If it isn't reached by the deadline, the offering doesn't close and investors' funds are returned from escrow.

## Can I sell my Reg CF shares?
Not for one year, except to the issuer, an accredited investor, family members, or in a registered offering. Even after a year, there is usually no market to sell them.

## How much can a company raise under Reg A?
Tier 1: up to $20 million in 12 months. Tier 2: up to $75 million in 12 months.

## What does a Reg A company file?
A Form 1-A offering statement, including an offering circular, which the SEC must “qualify” before sales begin. Tier 2 requires audited financial statements and ongoing reports: an annual Form 1-K, semiannual Form 1-SA, and current reports on Form 1-U.

## Are there investment limits under Reg A?
Tier 1 has no federal investor limit but requires state registration. In Tier 2, a non-accredited individual may invest no more than 10% of the greater of annual income or net worth per offering, unless the securities will be listed on a national exchange.

## Can I sell Reg A shares?
Reg A securities are not “restricted” the way Reg CF shares are, but most have no trading market. Some Reg A companies later list on an exchange or trade over the counter; many never do.

## Isn't Reg A a “mini-IPO”?
It's often called that because companies can sell to the public with lighter disclosure than a full IPO. It is not the same as a listing — an offering being qualified does not mean shares will ever trade.

## Where can I find a company's SEC filings?
Search the company name on SEC EDGAR (https://www.sec.gov/edgar/search/). Reg CF filings appear as Form C; Reg A filings as Form 1-A and 253G2.

## What should I check first?
Security type and your rights (voting, non-voting, SAFE, note). Valuation compared with revenue and comparable companies. Use of proceeds and how long the money will last. Financial statements — reviewed or audited? Prior rounds: did the price go up or down? Management background and related-party transactions. Bad-actor disclosures.

## What are bonus shares and perks?
Some issuers offer extra shares for investing early or in larger amounts, or product perks. Bonus shares lower your effective price; perks have no investment value. Neither should drive the decision.

# Glossary
**Accredited investor:** An individual or entity that meets SEC wealth, income or professional-credential tests — for individuals, generally income above $200,000 ($300,000 with a spouse) or net worth above $1 million excluding a primary residence. Accredited investors face no Reg CF investment limit.

**Non-accredited investor:** Any investor who does not meet the accredited-investor tests. Non-accredited investors may buy Reg CF and Reg A securities, subject to investment limits.

**Regulation Crowdfunding (Reg CF):** An SEC exemption created by the JOBS Act that lets a company raise up to $5 million in 12 months from the public through one SEC-registered funding portal or broker-dealer.

**Regulation A (Reg A / Reg A+):** An SEC exemption that lets a company sell securities to the public after the SEC qualifies its offering statement: up to $20 million a year under Tier 1 or $75 million under Tier 2. Often called a mini-IPO, though it does not mean the securities will trade.

**Tier 1:** The smaller Reg A tier, capped at $20 million in 12 months. Offerings must also be registered with each state where they are sold, and no ongoing SEC reporting is required.

**Tier 2:** The larger Reg A tier, capped at $75 million in 12 months. It preempts state registration, requires audited financial statements and ongoing SEC reports, and limits non-accredited investors to 10% of the greater of income or net worth unless the securities are exchange-listed.

**Form C:** The disclosure document a company files with the SEC to conduct a Reg CF offering, covering the business, management, terms, use of proceeds, financial statements and risks.

**Form C-AR:** The annual report a company must file and post online after completing a Reg CF offering, until it qualifies to stop reporting.

**Form 1-A:** The offering statement a company files with the SEC for a Reg A offering. Part II contains the offering circular investors read.

**Offering circular:** The main disclosure document for a Reg A offering, comparable to a prospectus. It describes the business, risks, terms, management, compensation and financial statements.

**Qualification:** The SEC staff's clearance of a Reg A offering statement, after which the company may sell securities. Qualification is not an SEC approval or endorsement of the investment.

**Form 253G2:** The final offering circular a Reg A issuer files with the SEC after qualification, reflecting the final terms of the offering.

**Funding portal:** An SEC-registered, FINRA-member intermediary permitted to host Reg CF offerings. Funding portals may not give investment advice or handle investor funds directly.

**Broker-dealer:** A firm registered with the SEC and FINRA to buy and sell securities for others. Many Reg A offerings use a broker-dealer as selling agent.

**Self-underwritten offering:** An offering a company sells directly to investors, without an underwriter or commissioned selling agent.

**Escrow:** An account held by a third party in which investor funds sit until an offering's conditions, such as a minimum target, are met.

**Pre-money valuation:** The value a company assigns to itself immediately before new investment. In crowdfunding and most Reg A offerings, the company sets this figure itself.

**SAFE (Simple Agreement for Future Equity):** An investment contract that converts into equity at a future priced financing, usually subject to a valuation cap or discount. It carries no interest or maturity date and may never convert.

**Convertible note:** A loan to a company that accrues interest and is expected to convert into equity at a future financing; if it does not convert, it may be repayable at maturity.

**Valuation cap:** The maximum company valuation at which a SAFE or convertible note converts into equity, which sets a ceiling on the conversion price.

**Dilution:** The reduction in an existing shareholder's percentage ownership when a company issues new shares.

**Bonus shares:** Extra shares an issuer gives investors for investing early or in larger amounts, which lowers the effective price per share.

**Reg CF investment limits:** Caps on how much a non-accredited investor may invest across all Reg CF offerings in 12 months, based on annual income and net worth.

**Restricted securities (Reg CF):** Reg CF securities generally cannot be resold for one year after purchase, except to the issuer, accredited investors, family members or in a registered offering.

**Testing the waters:** Communications a company may use to gauge investor interest before or during an offering, subject to SEC rules and required legends.

**Bad actor disqualification:** SEC rules barring an offering from using Reg CF, Reg A or certain Reg D exemptions if the company or certain related people have specified past securities violations or convictions.

**Rolling close:** A process that lets an issuer accept funds in stages once its minimum target is met, rather than waiting until the offering ends.

**SEC EDGAR:** The SEC's public database of company filings, where anyone can read a company's Form C, Form 1-A, offering circular and ongoing reports for free.

**Section 17(b):** A provision of the Securities Act of 1933 requiring anyone who publishes content about a security in exchange for compensation to disclose the fact, amount and source of that compensation.

# Regulation A offering profiles
## GOA Therapeutics Corp (Reg A)
URL: https://regamagazine.com/reg-a/goa-therapeutics/
Last verified: October 20, 2026

**Quick answer:** GOA Therapeutics Corp is offering Common Stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $15.00 per share with a minimum investment of $750. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation A, Tier 2 |
| Security | Common Stock |
| Price | $15.00 per share |
| Minimum investment | $750 (50 shares; company may waive) |
| Valuation | $1.487 billion pre-money (per issuer invest page) |
| Maximum offering | $75,000,000 including bonus shares (5,000,000 shares: ~3,750,000 primary, ~500,000 resale by selling securityholders, up to 750,000 bonus shares); $63,750,000 in cash shares |
| Bonus shares | 2.5% at $5,000+ rising in 2.5% steps to 15% at $30,000+ |
| Concurrent offerings | Reg D (accredited) and Reg S (non-U.S.); company describes up to $300M total planned stock sales |
| Selling securityholders | ~500,000 shares offered for resale |
| Escrow | No third-party escrow; funds held in a segregated account until accepted |
| Listing plans | None; no public market expected |
| Offering term | Earliest of: maximum sold, one year after SEC qualification, or earlier termination by the company |
| Selling agent / intermediary | DealMaker Securities LLC (4.5% cash commission; total broker compensation capped at lesser of 5.62% or $4,217,250) |
| SEC qualification | October 13, 2026 |

### The company
GOA Therapeutics is a West Palm Beach, Florida company working on GOA26, a two-part biologic that pairs an engineered enzyme with a small molecule meant to bind acetaldehyde, the toxic byproduct of drinking. The first intended use is intravenous treatment in emergency rooms and trauma centers, and the company says no FDA-approved drug currently targets acute alcohol intoxication directly. It is preclinical, has run no human trials and reports no revenue.

The Tier 2 Regulation A round sells common stock at $15 a share through DealMaker Securities, with volume-based bonus shares and a $750 minimum. The company says the Reg A round is one piece of a planned $300 million in total stock sales, with the rest coming from parallel Reg D and Reg S offerings. The shares will not trade on any market, and investors must give the company's president an irrevocable voting proxy.

### What the company says (unverified)
- In a pig study, animals treated with GOA26 had blood alcohol about 61% below untreated controls 20 minutes after dosing.
- The company reports more than 30 patent filings worldwide and two issued U.S. patents that it expects to last into 2045.
- It reported about $8.2 million in cash as of October 9, 2026, which it says will fund operations through the end of 2027.
- It targets an IND filing in 2026-27, Phase 1/2a trials in 2027 and a possible U.S. launch in 2029-30, all subject to FDA authorization.

### Questions to ask
- How does a $1.487 billion pre-money valuation hold up for a company with no human data and no revenue?
- How many shares will be sold in the concurrent Reg D and Reg S offerings (15,000,000+ planned), and at what prices and terms (the Reg D page mentions 'enhanced terms')?
- When will the IND be filed, and what are the FDA's pre-IND views on the enzyme-plus-scavenger combination?

### Key risks
- Preclinical only: no human safety or efficacy data, and the circular itself says animal results (pig and rat) may not predict results in humans.
- Heavy dilution risk: the concurrent unregistered sales of 15,000,000+ shares and the bonus shares dilute investors; there is no public market and none is expected.
- Investors give up voting through an irrevocable proxy to the president; the company depends on two co-founders with no key-person insurance, and a CFO has not yet been hired.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2131824/000121390026109216/ea0308504-253g2_goa.htm
2. Issuer investment page: https://invest.goathera.com/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22GOA%20Therapeutics%22

Cite as: RegAMagazine. "GOA Therapeutics Corp Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/goa-therapeutics/

## Greenfield Robotics Corp (Reg A)
URL: https://regamagazine.com/reg-a/greenfield-robotics/
Last verified: October 20, 2026

**Quick answer:** Greenfield Robotics Corp is offering Common Stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $2.07 per share with a minimum investment of $500.94. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (launched Sept 2026 via StartEngine; live page could not be loaded to confirm) |
| Exemption | Regulation A, Tier 2 |
| Security | Common Stock |
| Price | $2.07 per share (plus 3.5% investor transaction fee) |
| Minimum investment | $500.94 (242 shares) plus 3.5% fee = $518.47 |
| Valuation | Not stated by company |
| Maximum offering | $18,603,580.59 in cash shares (8,987,237 primary + 674,599 selling-stockholder shares, plus up to 1,932,367 bonus shares); $24,700,000.23 total value including bonus shares and fees |
| Bonus shares | Stackable up to 20%: Venture Club 10%, reservation holder 10%, loyalty 10%, volume 3%-20% |
| Investor transaction fee | 3.5% paid to StartEngine Primary |
| Selling stockholders | Includes CEO Nandan Kalle, CIO Clinton Brauer, CTO Steven Gentner and Carl Sutter (674,599 shares total) |
| Kansas tax-credit obligation | Must keep HQ/operations in Kansas through ~May 2027 or up to $325,849.90 in credits at risk |
| Listing plans | None; ROFR and transfer restrictions apply |
| Offering term | Until the maximum is sold or the company terminates (annual post-qualification amendments required) |
| Selling agent / intermediary | StartEngine Primary, LLC (4% cash commission plus $20,000 expense advance; investors pay 3.5% transaction fee) |
| SEC qualification | September 9, 2026 |

### The company
Greenfield Robotics builds BOTONY, small self-driving robots from Kansas that mechanically cut weeds between rows of soybeans, cotton, corn and milo, so farms can use less herbicide. The company leases and sells the robots, which run on RTK navigation and fleet-management software. It reported $189,467 in revenue and a net loss of $2.94 million for 2025.

The Tier 2 Regulation A offering sells common stock at $2.07 a share through StartEngine Primary, and some founders and officers are selling shares too. Investors pay a 3.5% transaction fee on top of the price, and bonus shares of up to 20% are available. Sales started on September 9, 2026.

### What the company says (unverified)
- The circular says 23 robots were leased to farms in seven states in 2025, with orders for 48 robots to buy and 22 to lease, and 60 robots shipped by June 4, 2026.
- Press coverage at launch cited 82 robots working in paying customers' fields across 16 states and more than $1 million in robots delivered this season.
- The company says it has had robots in the field since 2020 with no reported safety incidents or near-misses.
- It reports about 2,600 shareholders from earlier crowdfunding rounds.

### Questions to ask
- What are the per-robot unit economics (cost, lease price, margin), and how do they compare with herbicide programs?
- How exposed is the company to its single contract manufacturer (Amity Technology), and what is its plan for tariffs on European and Chinese components?
- How much would Reg A common stockholders actually receive in a sale, given that preferred stock liquidation preferences could take most proceeds below about $13 million?

### Key risks
- Going-concern doubt: a stockholders' deficit of $(14.1) million and an accumulated deficit of $16.7 million at December 31, 2025, against small revenue.
- Depends on a single-source contract manufacturer (about six months to switch) and on components affected by tariffs and supply shortages.
- Investors give an irrevocable proxy to the CEO and are bound by a voting agreement with drag-along rights; preferred stock ranks ahead in liquidation; there is no resale market and no OTC listing is planned; insiders are selling shares in the offering.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1760404/000110465926106664/tm2617498d8_253g2.htm
2. Issuer investment page: https://invest.greenfieldrobotics.com
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Greenfield%20Robotics%22

Cite as: RegAMagazine. "Greenfield Robotics Corp Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/greenfield-robotics/

## RYSE Inc. (Reg A)
URL: https://regamagazine.com/reg-a/ryse/
Last verified: October 20, 2026

**Quick answer:** RYSE Inc. is offering Class B Common Stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $2.60 per share with a minimum investment of $1,001. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open per issuer page banner (ongoing offering, re-qualified Oct 8, 2026), but the same page shows a 'round isn't open yet' pop-up |
| Exemption | Regulation A, Tier 2 |
| Security | Class B Common Stock (non-voting) |
| Price | $2.60 per share |
| Minimum investment | $1,001 plus $50 investor processing fee |
| Valuation | $131.7 million implied pre-offering value at $2.60 (per offering circular) |
| Maximum offering | $40,954,329.21 (15,751,665 shares); deemed maximum $68,000,000 including bonus shares and fees |
| Bonus shares | 10% at $2,500+ up to 50% at $250,000+; higher tiers add SmartShade units and a SmartBridge |
| Investor processing fee | $50 per investment |
| Raised to date (this offering) | $5,859,850.80 as of Sept 14, 2026 |
| Listing plans | None; active market unlikely |
| Price change | Issuer page says price scheduled to change in November |
| Offering term | Earliest of: all shares sold, three years from initial qualification (extendable 180 days), or earlier termination by the company |
| Selling agent / intermediary | DealMaker Securities LLC (4.5% commission; total broker/affiliate compensation capped at $2,210,000) |
| SEC qualification | October 8, 2026 (post-qualification amendment of an ongoing offering) |

### The company
RYSE is a Canadian company that makes add-on devices, such as SmartShade and SmartCurtain, that motorize the blinds and curtains people already own so they can be controlled from a phone or a smart home system. Revenue for the first half of 2026 was about $2.29 million, up from $1.55 million a year earlier, while the net loss for the period was about $5.04 million.

The company is running a continuous Tier 2 Regulation A offering of non-voting Class B shares through DealMaker Securities, now priced at $2.60. As of mid-September 2026 it had raised about $5.86 million in this offering. Investors get bonus shares and product perks based on how much they invest.

### What the company says (unverified)
- RYSE reports 10 granted U.S. patents.
- The company's site claims more than 100,000 devices sold and more than $20 million in lifetime revenue.
- The site lists Amazon, Best Buy, Home Depot and Lowe's among its retail channels, plus hotel and office installations.
- It reports 2,416,210 shares sold plus 396,389 bonus shares issued in the current offering as of September 14, 2026.

### Questions to ask
- How much cash runway does the company have, given $323,086 in cash and a working capital deficit of about $13.7 million at June 30, 2026?
- Which large retailer accounts for most of the receivables, and how dependent is revenue on that one account?
- Why does the invest page's valuation and share count ($143.6M, 25M shares) differ from the circular ($131.7M, 15,751,665 shares)?

### Key risks
- Going-concern uncertainty: an accumulated deficit of about $46.4 million and continued half-year losses above $5 million.
- No investor voting: the founder controls 100% of the voting power through a voting trust and proxies, and the Class B shares carry no vote.
- Manufacturing is concentrated in China, which exposes the company to tariffs. Generous bonus shares lower the effective price to about $1.61. Disputes go to Ontario courts and arbitration, and PFIC tax status may apply.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1824930/000168316826007731/ryse_253g2.htm
2. Issuer investment page: https://invest.helloryse.com/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22RYSE%22

Cite as: RegAMagazine. "RYSE Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/ryse/

## Naoris Quantum Protocol Inc. (Reg A)
URL: https://regamagazine.com/reg-a/naoris-quantum-protocol/
Last verified: October 20, 2026

**Quick answer:** Naoris Quantum Protocol Inc. is offering Class A common stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $4.00 per share with a minimum investment of $800. As of October 20, 2026, the SEC had qualified the offering, but no live investment page was available.

| Term | Detail |
|---|---|
| Status | Qualified September 24, 2026; no final 253G2 circular or live investment page found; closing requires $15M minimum and Nasdaq listing approval |
| Exemption | Regulation A, Tier 2 |
| Security | Class A common stock (proposed Nasdaq symbol QDY) |
| Price | $4.00 per share |
| Minimum investment | $800 (200 shares; may be waived) |
| Valuation | Not stated by company |
| Maximum offering | $24,000,000 (6,000,000 shares); minimum offering $15,000,000 |
| Proposed ticker | QDY (Nasdaq Capital Market, not yet approved) |
| Selling commissions | 3.0% company-introduced; 4.75% other Equifund proceeds; 6.0% Lafferty-introduced; agent warrants for 2.0% of shares at 110% of offering price |
| Shares outstanding | 32,370,700 before offering; 38,370,700 after maximum |
| Reverse split | 1-for-1.511975021 effective July 21, 2026 |
| Officers | David Carvalho (CEO/Founder); David Holtzman (Executive Chairman); Youssef El Maddarsi (Chief Business Officer) |
| Offering term | Earliest of maximum sold, one year after SEC qualification, or company termination; no closing unless the $15M minimum is raised and Nasdaq listing standards are met (otherwise funds returned) |
| Selling agent / intermediary | R.F. Lafferty & Co., Inc. (lead selling agent, best efforts), with sales processed on the Equifund Technologies LLC platform |
| SEC qualification | September 24, 2026 |

### The company
Naoris Quantum Protocol is a Nevada company formed in February 2026 that positions itself as a builder of post-quantum security infrastructure. Its core Naoris Protocol is pitched as a trust layer that continually checks systems, devices, identities and data, alongside three early products: PetalVault for Bitcoin ownership evidence, a quantum-resistant VPN, and an AI community-intelligence tool. None has produced revenue yet.

The company seeks to raise between $15 million and $24 million by selling Class A shares at $4 each in a Reg A+ offering tied to a planned Nasdaq listing under the ticker QDY. R.F. Lafferty is the lead selling agent and subscriptions run through the Equifund platform; if the minimum is not reached or the listing is not approved, investor funds are to be returned.

### What the company says (unverified)
- The company describes its protocol as quantum-secure from inception.
- Its website cites more than 15 patents and more than 20 trademarks.
- It holds a 49% stake in a Korean joint venture with XCURE Co., Ltd. under an exclusive distribution and IP license arrangement.

### Questions to ask
- What is the legal and economic relationship between this corporation and the separate Naoris Protocol crypto project and its token, and who owns the underlying IP?
- How will the $565,317 promissory note due November 26, 2026 be repaid if the $15 million minimum has not closed by then?
- What independent audits or customer deployments support the product claims, and what revenue timeline does management expect?

### Key risks
- Early-stage and indebted: no revenue, a net loss of $536,600 and negative equity at March 31, 2026, plus a short-term note with a $50,000 inducement fee and a 10% default penalty that restricts new debt and dividends.
- Founder control: the CEO holds all Class B shares carrying 20 votes each and is expected to control about 91% of voting power after the offering.
- Listing and dilution risk: the Nasdaq listing is not yet approved, investors face immediate substantial dilution at an implied valuation near $130 million, and selling-agent commissions run up to 6% plus warrants.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2145466/000121390026102289/ea0305892-1aa2_naoris.htm
2. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Naoris%20Quantum%20Protocol%22

Cite as: RegAMagazine. "Naoris Quantum Protocol Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/naoris-quantum-protocol/

## The Oak Companies, Inc. (Reg A)
URL: https://regamagazine.com/reg-a/the-oak-companies/
Last verified: October 20, 2026

**Quick answer:** The Oak Companies, Inc. is offering Series R Convertible Preferred Stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $10.00 per share with a minimum investment of $1,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (circular says sales commence no later than September 23, 2026; investor portal live at invest.theoakcompanies.com, terms not viewable without JavaScript) |
| Exemption | Regulation A, Tier 2 |
| Security | Series R Convertible Preferred Stock |
| Price | $10.00 per share (Stated Value) |
| Minimum investment | $1,000 |
| Valuation | Not stated (GAAP net book value of $(116,269,326) at Dec. 31, 2025; 13,279,174 common shares outstanding) |
| Maximum offering | $35,000,000 (3,500,000 shares), plus up to 24,500 shares ($306,250) on exercise of selling-agent warrants |
| Dividend | 9.0% per annum cumulative on $10.00 Stated Value, when authorized by the Board |
| Conversion | Into Class A common at a 25% discount to the Listing Price upon a Listing Event |
| Company redemption | Optional after third anniversary of offering commencement |
| Selling agent compensation | 7.5% of gross proceeds, warrants for 0.70% of shares sold at 125% of offering price, $25,000 due-diligence fee (max $2,625,000) |
| Escrow agent | Wilmington Trust, National Association |
| Payment methods | ACH, wire or credit card |
| Offering term | Earliest of the maximum amount sold, termination at the company's sole discretion, or one year after SEC qualification |
| Selling agent / intermediary | Digital Offering LLC (lead selling agent; 7.5% fee plus warrants), with Crescent Securities Group, Inc. as soliciting dealer |
| SEC qualification | September 21, 2026 (final circular under Rule 253(g)(1) dated September 25, 2026) |

### The company
The Oak Companies is a Charlotte, North Carolina commercial real estate lender that took over the business of Red Oak Capital Holdings through a merger completed September 10, 2026. Its platform includes sponsored funds that make senior first-lien bridge loans, a general partner entity that earns management fees from those funds, and an origination arm that earns origination and servicing fees.

The company is selling up to $35 million of Series R preferred stock at $10 per share, paying a 9% cumulative dividend and converting into Class A common stock at a 25% discount if the common is ever listed on a national exchange. About 90% of net proceeds is earmarked largely to retire bonds issued by Red Oak's ROCF IV Series and other sponsored-fund bond obligations, with the remainder for operations; investors subscribe online through an EquiDeFi-powered portal, with funds held at Wilmington Trust pending rolling closings.

### What the company says (unverified)
- The company's website cites $560 million in cumulative loan originations since 2018.
- It reports $460 million of combined gross assets under management across Oak, White Oak Capital Holdings and commonly controlled affiliates.
- It describes a lending footprint covering all 50 states and markets itself as controlling senior first-lien credit from origination through payoff.

### Questions to ask
- Why are most proceeds going to retire bonds of the ROCF IV Series and other sponsored funds, and what is the current performance and default status of those funds' loans?
- Given a $30.7 million net loss in 2025, an accumulated deficit of about $128.7 million and a stated expectation of no profit in 2026, how will the 9% preferred dividend be funded?
- What concrete plans and timeline exist for a Listing Event, since conversion at a 25% discount depends entirely on an exchange listing that may never occur?

### Key risks
- Weak financial position: the predecessor lost about $30.7 million in 2025, GAAP net book value was about -$116.3 million at year-end 2025, and new investors face dilution of about $9.05 per share on an adjusted basis.
- Structural subordination and illiquidity: the preferred ranks behind all company and subsidiary debt (including sponsored-fund debt), has no public market, may be outranked by future preferred issued without holder approval, and dividends are not assured.
- Related-party conflicts: proceeds benefit affiliated sponsored-fund bondholders, the company may buy loans from its own programs at a premium to fair value, and a director owning over 10% of Class A stock is associated with the soliciting dealer and may earn up to 1% on sales he introduces.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2147706/000121390026103391/ea0306702-253g1_oakcomp.htm
2. Issuer investment page: https://invest.theoakcompanies.com/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22The%20Oak%20Companies%22

Cite as: RegAMagazine. "The Oak Companies, Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/the-oak-companies/

## Rise Companies Corp (Reg A)
URL: https://regamagazine.com/reg-a/rise-companies-corp/
Last verified: October 20, 2026

**Quick answer:** Rise Companies Corp is offering Class B Common Stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $16.05 per share with a minimum investment of $500 initial purchase. As of October 20, 2026, the offering was open only to investors who already hold a Fundrise investment.

| Term | Detail |
|---|---|
| Status | Open to existing Fundrise investors only (continuous offering since Sept 23, 2025; updated 253G2 dated Aug 20, 2026) |
| Exemption | Regulation A, Tier 2 |
| Security | Class B Common Stock (non-voting) |
| Price | $16.05 per share |
| Minimum investment | $500 initial purchase |
| Valuation | Not stated by company (price set by the board) |
| Maximum offering | Up to 4,275,000 Class B shares (about $68.6 million at $16.05), within a $75.0 million rolling 12-month Reg A limit |
| Eligibility | Limited to investors who already hold a Fundrise-sponsored investment |
| Shares sold in this offering | 352,854 at $15.90 (about $5.6M) before the price change |
| Prior offering average prices | $6.64, $11.83, $15.83 per share |
| Dilution | $14.23 per share (88.69%) to new investors |
| Dividends | None anticipated |
| Voting | Class B has no voting rights |
| Offering term | Expected to continue until 3 years after initial qualification or until the maximum is sold, unless the board ends it earlier |
| Selling agent / intermediary | Self-underwritten / issuer-direct (via Fundrise platform; no selling commissions) |
| SEC qualification | 2026-08-19 |

### The company
Rise Companies Corp is the operating parent of Fundrise, an online platform that sponsors and manages real estate, private credit, and venture funds for individual investors. The company reports about $3.43 billion in assets under management as of June 30, 2026, and 190 employees.

Through this ongoing Tier 2 offering, Rise sells non-voting Class B Common Stock at $16.05 per share directly on the Fundrise website and apps. Purchases are limited to people who have already invested in a Fundrise-sponsored product. Proceeds are for general corporate purposes, and the company does not expect to pay dividends.

### What the company says (unverified)
- The company says AUM grew from about $250 million at the end of 2017 to about $3.43 billion by mid-2026.
- Rise reports raising about $216.9 million across its Reg A stock offerings to date.
- The company sponsors the Flagship Fund, the Income Interval Fund, and the Innovation Fund, which trades on the NYSE.
- The company reports six-month 2026 revenue of about $33.0 million and a net loss attributable to Rise of about $7.5 million, per its Q2 2026 10-Q as summarized by a secondary source.

### Questions to ask
- How does the board justify $16.05 per share, given pro forma net tangible book value of $0.45 per share and immediate dilution of about 89%?
- What is the path to profitability, and is there any timetable for a listing or other liquidity event beyond the stated 3 to 5 year 'may consider' language?
- How do the rights of non-voting Class B shares compare with voting classes, including founders' control, on a sale or IPO?

### Key risks
- Illiquidity: there is no trading market, transfers need board or CEO consent, and redemptions are available only in exceptional circumstances.
- Valuation and dilution: the price is arbitrary and well above net tangible book value. Earlier buyers paid much less, averaging $6.64 to $15.83 in prior rounds.
- Continuing losses: the company reports net losses and expects them to continue, and no dividends are expected.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1640967/000110465926099152/tm2623535d1_253g2.htm
2. Issuer investment page: https://fundrise.com
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Rise%20Companies%22

Cite as: RegAMagazine. "Rise Companies Corp Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/rise-companies-corp/

## Energea Portfolio 4 USA LP (Reg A)
URL: https://regamagazine.com/reg-a/energea-portfolio-4-usa/
Last verified: October 20, 2026

**Quick answer:** Energea Portfolio 4 USA LP is offering Class A Investor Shares under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $1.10 per Class A Investor Share with a minimum investment of $100. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (continuous offering since June 26, 2024; updated 253G2 filed 2026-09-10; sold only through energea.com) |
| Exemption | Regulation A, Tier 2 |
| Security | Class A Investor Shares (limited partnership interests) |
| Price | $1.10 per Class A Investor Share |
| Minimum investment | $100 |
| Valuation | Not stated (price set by the General Partner; about 8,790,063 Class A shares outstanding as of June 1, 2026) |
| Maximum offering | $50,000,000 |
| Distribution frequency | Monthly (target, at GP discretion) |
| Distribution yield history | 5.50% (2022), 5.15% (2023), 5.73% (2024), 6.43% (2025), per company |
| Redemption | Allowed after a 60-day hold; up to $50,000 per request; paid within 90 days; can be suspended |
| Portfolio | 5 projects, ~3.2 MW AC; 1 loan to CT Solar One LLC (up to $5,000,000; $815,114 drawn at 12/31/25) |
| General Partner | Energea Global LLC |
| Offering term | Continues until the maximum is raised, unless the Company ends it earlier. The Plan of Distribution says it ends on the sooner of a date the Company chooses or the date the offering must legally terminate. |
| Selling agent / intermediary | Self-underwritten / issuer-direct (sold via the Energea Platform; no selling commissions; GP reimbursed up to 5% of proceeds for offering/marketing costs) |
| SEC qualification | 2026-07-29 (Post-Qualification Amendment No. 8) |

### The company
Energea Portfolio 4 USA is a limited partnership managed by Energea Global that buys, builds, and operates small solar projects in the United States, generally between 0.1 MW and 10 MW, and sells the power under long-term contracts. It can also make loans to project developers. The circular lists five owned projects totaling about 3.2 MW AC, including Fresno Airport (1.8 MW), plus one development loan.

Class A Investor Shares are offered directly through the Energea platform at a fixed $1.10 per share, with a $100 minimum and a $50 million cap, without a broker-dealer. The fund aims to pay distributions monthly at the General Partner's discretion and offers a limited redemption program.

### What the company says (unverified)
- The company reports $972,495 in distributions paid to limited partners from inception through April 28, 2026, which it describes as a 25.29% cumulative cash-on-cash yield.
- Its annual distribution yield rose from 5.50% in 2022 to 6.43% in 2025, according to the company.
- FY2025 revenue was $641,029, up from $329,680 in 2024, and net income was $144,203.
- The company targets 10 to 20 projects if the full $50 million is raised.

### Questions to ask
- What are all the fees and cash-flow allocations the General Partner receives, and how do they reduce distributions to Class A holders?
- How was the $1.10 share price set, and how does it compare with an independent valuation of the five projects and the CT Solar One loan?
- How large is the loan the General Partner arranged for the Company, and how are redemption requests prioritized if requests exceed available cash?

### Key risks
- Redemption limits: shares must be held at least 60 days, each request is capped at $50,000, the Company has 90 days to pay, and the GP can suspend the program without notice.
- Distributions are discretionary and not guaranteed; the circular says the Company has not made a profit to date on a cumulative basis.
- Related-party conflicts: projects may be bought from affiliated developers (origination fee capped at 5% of project cost), and the GP is paid partly based on cash flow.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1853011/000185301126000017/port4_253g2.htm
2. Issuer investment page: https://www.energea.com/investments/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Energea%20Portfolio%204%20USA%22

Cite as: RegAMagazine. "Energea Portfolio 4 USA LP Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/energea-portfolio-4-usa/

## Shasta Power Fund II, LLC (Reg A)
URL: https://regamagazine.com/reg-a/shasta-power-fund-ii/
Last verified: October 20, 2026

**Quick answer:** Shasta Power Fund II, LLC is offering Class A Units under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $1,000 per Class A Unit with a minimum investment of $10,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (platform listings show it live since 7/22/2026); the $500,000 all-or-none minimum had not been met as of the latest third-party data |
| Exemption | Regulation A, Tier 2 |
| Security | Class A Units (membership interests) |
| Price | $1,000 per Class A Unit |
| Minimum investment | $10,000 (10 Units) |
| Valuation | Not stated (circular says the offering price was set arbitrarily and has no relationship to asset value) |
| Maximum offering | $75,000,000 (minimum offering $500,000) |
| Manager | Shasta Power, LLC (principal: Max Roe) |
| Management fee | 5% per year of Unreturned Capital Contributions, paid monthly |
| Minimum raise | $500,000, all-or-none |
| Distributions | Based on project milestones; none expected until a site is sold or the fund dissolves |
| Transfer agent | Kore Transfer Services LLC |
| Offering term | Ends on the earliest of: the Company electing to terminate, all Units being sold, or exactly 12 months after the Effective Date (the date of SEC qualification) |
| Selling agent / intermediary | Texture Capital Inc. (FINRA broker-dealer; administrative broker-dealer and placement agent). Fees are 1% of aggregate sales, capped at $750,000, plus 5% on up to $15M of direct-effort sales, capped at an additional $750,000, for a maximum of $1,500,000 in total; plus a $15,000 one-time consulting fee. Escrow is held at Enterprise Bank & Trust. |
| SEC qualification | 2026-09-04 (Post-Qualification Amendment No. 1; original offering statement qualified 2026-07-22) |

### The company
Shasta Power Fund II is a newly formed Oregon-based LLC run by Shasta Power, LLC. It plans to lease or option undeveloped land, take it through the solar and battery-storage development process, and then sell the permitted projects to long-term owners rather than operate them. The circular describes the strategy as primarily utility-scale and focused on the United States.

Investors buy Class A Units at $1,000 each through a Tier 2 Regulation A offering placed by Texture Capital, with a $75 million cap and a $500,000 all-or-none minimum held in escrow. This is the fund's first capital raise. Distributions depend on project milestones and sales, so investors should not expect regular cash flow while sites are being developed.

### What the company says (unverified)
- The company says the Manager's principal, Max Roe, has more than 11 years of experience in transactions and sales for solar projects, both utility-scale and commercial.
- The fund presents its model as turning unused land into renewable-energy sites and earning its return when developed projects are sold.
- The circular describes Investor distributions as tied to reaching project milestones, not to a fixed yield.

### Questions to ask
- Which specific land sites or projects (location, MW, interconnection queue position) does the fund control today, and what happens to escrowed funds if the $500,000 minimum is not reached?
- How are proceeds from project sales split between Class A members and the Manager? Is there a carried interest or promote beyond the 5% annual management fee on unreturned capital?
- What realized results have the principals' earlier vehicles (for example, the referenced Summit Power Fund) produced from developing and selling solar projects?

### Key risks
- Development-stage risk: early-stage solar projects can fail at permitting, interconnection, or financing, and there is no operating income in the meantime.
- Fees ahead of investors: a 5% annual management fee on unreturned capital, plus reimbursement of organizational costs, is paid before members receive any distributions.
- Illiquidity: Units cannot be transferred without Manager consent, buybacks are entirely at the Manager's discretion, and investors may have to hold for an indefinite period with no return guaranteed.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2071540/000207154026000005/partiiandiii.htm
2. Issuer investment page: https://shastapower.com/fund
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Shasta%20Power%20Fund%20II%22

Cite as: RegAMagazine. "Shasta Power Fund II, LLC Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/shasta-power-fund-ii/

## CNote Group, Inc. (Reg A)
URL: https://regamagazine.com/reg-a/cnote-group/
Last verified: October 20, 2026

**Quick answer:** CNote Group, Inc. is offering Notes under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $1.00 per Note with a minimum investment of $1.00 per circular. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (new offering statement qualified 2026-08-17; sold via mycnote.com) |
| Exemption | Regulation A, Tier 2 |
| Security | Notes (unsecured promissory notes) |
| Price | $1.00 per Note |
| Minimum investment | $1.00 per circular (website markets 'no minimums') |
| Valuation | Not stated (debt offering) |
| Maximum offering | $50,000,000 |
| Interest rate | 4% per year at qualification; future Notes 1% to 7% |
| Term | 30 months from issuance (principal and interest due at maturity) |
| Early withdrawal | Up to 10% of principal per quarter on 30 days' notice, at company discretion |
| Notes outstanding | About $78.4M gross at June 30, 2026 (Form 1-SA) |
| CEO | Catherine Berman |
| Offering term | Ends at the earliest of: all Notes sold, a date the Company chooses, or the date required by law |
| Selling agent / intermediary | Self-underwritten / issuer-direct (sold through the CNote platform; no broker, placement agent, or underwriter) |
| SEC qualification | 2026-08-17 |

### The company
CNote is a Delaware public benefit corporation that raises money from individuals and institutions and lends it to community financial organizations such as CDFIs. Those lenders in turn finance small businesses, affordable housing, and community facilities. CNote also runs Impact Cash, which administers deposits that clients place with these institutions.

This Tier 2 offering sells unsecured 30-month notes in $1 increments directly through the CNote platform, up to $50 million. The rate was 4% a year at qualification, and the company may reset it between 1% and 7% for new notes by filing a supplement. Investors can ask to withdraw up to 10% of principal each quarter, subject to available funds.

### What the company says (unverified)
- From inception through 2025, the company says it lent $168 million to 48 community financial organizations and facilitated about $549 million in Impact Cash deposits.
- CNote says it has had no loan losses or past-due balances since inception. Its mid-2026 report says all loans were current and none were on nonaccrual.
- The company markets the Flagship Fund notes as offering a potential 4% annual return with quarterly liquidity.

### Questions to ask
- Given ongoing operating losses, what is CNote's own capital cushion behind about $78 million in notes outstanding (June 30, 2026), and do the notes rank behind any other debt?
- How concentrated is the loan book across its 38 CFO borrowers, and what are the largest exposures?
- How have quarterly withdrawal requests been met historically? Has CNote ever limited or deferred them, and how will it decide when to change the rate within the 1% to 7% band?

### Key risks
- The notes are unsecured, not FDIC-insured, and not guaranteed by any third party, so repayment depends on CNote's credit.
- Liquidity limits: early access is capped at 10% of principal per quarter, can be refused based on available funds, and requires company consent to transfer; there is no secondary market.
- Interest-rate and issuer risk: the fixed rate can lag market rates for 30 months, and CNote reported net losses ($1.16M in 2025, $0.11M in H1 2026).

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1683145/000121465926008810/partiiandiii.htm
2. Issuer investment page: https://www.mycnote.com/solutions/flagship-fund/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22CNote%20Group%22

Cite as: RegAMagazine. "CNote Group, Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/cnote-group/

## Compound Real Estate Bonds II, Inc. (Reg A)
URL: https://regamagazine.com/reg-a/compound-real-estate-bonds-ii/
Last verified: October 20, 2026

**Quick answer:** Compound Real Estate Bonds II, Inc. is offering Unsecured demand promissory notes under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $10.00 per Bond with a minimum investment of $1,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (website and Compound app accept new accounts) |
| Exemption | Regulation A, Tier 2 |
| Security | Unsecured demand promissory notes ("Bonds") |
| Price | $10.00 per Bond |
| Minimum investment | $1,000 per offering circular (website advertises $500; see notes) |
| Valuation | Not stated (debt offering) |
| Maximum offering | $75,000,000 (7,480,000 Bonds for cash plus 20,000 Bonds for rewards program) |
| Interest rate | 8.5% per annum, compounding daily (fixed) |
| Redemption | On written request, within 5 business days (30 business days if more than $50,000 requested in prior 30 days) |
| Bonds outstanding | 2,114,089 as of July 31, 2026 (2,712,110 sold, 598,021 redeemed) |
| License fee to parent | 2% of value of Bonds sold annually; not collected until at least 2027 |
| How to invest | compoundrealestatebonds.com "Get Started" or the Compound app (iOS/Android) |
| Offering term | Earliest of all Bonds sold, September 18, 2028 (extendable 180 days under Rule 251(d)(3)(i)(F)), or earlier termination by the company |
| Selling agent / intermediary | Self-underwritten / issuer-direct (no broker-dealer engaged; company reserves the right to add one) |
| SEC qualification | September 18, 2026 (post-qualification amendment; original qualification September 18, 2025; amended circular dated September 21, 2026) |

### The company
Compound Real Estate Bonds II sells small-denomination bonds to retail investors through its website and mobile app, and plans to use the money to buy or originate mortgages and other real estate interests in the Sunbelt, Southern California and the Greater Toronto area. It is wholly owned by Compound Real Estate Holdings, has no employees of its own, and relies on an affiliated administrative services company. A lending subsidiary began operating in April 2026.

The bonds cost $10 each, pay a fixed 8.5% annual rate compounded daily, and can be redeemed on request, generally within five business days. The company is offering up to $75 million of bonds directly to the public without a broker-dealer; as of July 31, 2026 it had about 2.1 million bonds outstanding, representing a liability of roughly $21.9 million including accrued interest.

### What the company says (unverified)
- The website advertises an 8.50% yield with daily interest and compounding, and IRA eligibility through self-directed custodians.
- The company's site claims more than 10,000 investors across its platform and $0 of principal lost since inception.
- The site says investor funds are backed by senior secured real estate loans at 60%-75% loan-to-value plus Treasuries and cash.

### Questions to ask
- The circular says capital had not been deployed into mortgages as of July 31, 2026; how will an 8.5% compounding payout be funded in the meantime, and what loans have been made since?
- Bond liabilities (about $21.9 million at July 31, 2026) appear to exceed reported total assets (about $20.0 million at June 30, 2026); how does the company plan to close that gap, and what liquidity backs on-demand redemptions?
- Why is the parent's 2% annual license fee on bonds sold only a verbal agreement, and what happens to bondholder returns when the parent starts collecting it (not before 2027)?

### Key risks
- Going concern: the auditor's report for the period ended June 30, 2026 includes a substantial-doubt going-concern paragraph, and the company does not expect to be profitable for the next 12 months.
- Unsecured, unguaranteed debt: there is no sinking fund, insurance or guarantee, bonds are not FDIC insured, and terms can be changed by a majority of holders; investors are bound by arbitration and class-action waivers unless they opt out within 30 days.
- Related-party control and fees: the parent receives all profits after bond payments and holds a verbal right to a 2% annual license fee on bonds sold (about $542,422 if it had been collected as of July 31, 2026); management has limited mortgage-lending experience.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2078250/000182912626010260/compoundbonds2_253g2.htm
2. Issuer investment page: https://www.compoundrealestatebonds.com
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Compound%20Real%20Estate%20Bonds%20II%22

Cite as: RegAMagazine. "Compound Real Estate Bonds II, Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/compound-real-estate-bonds-ii/

## Iron Bridge Mortgage Fund, LLC (Reg A)
URL: https://regamagazine.com/reg-a/iron-bridge-mortgage-fund/
Last verified: October 20, 2026

**Quick answer:** Iron Bridge Mortgage Fund, LLC is offering Units: Class B, C, and D under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $1.00 per Unit with a minimum investment of $50,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (Units offered on a continuous basis; 253G2 dated Sept 25, 2026); no online subscription portal, investors contact the issuer |
| Exemption | Regulation A, Tier 2 |
| Security | Units: Class B, C, and D (Class A available only to Manager employees) |
| Price | $1.00 per Unit |
| Minimum investment | $50,000 (50,000 Units), may be waived by the Manager |
| Valuation | Not stated as NAV per Unit. Members' equity was $76,913,878 at June 30, 2026 (Form 1-SA). |
| Maximum offering | $52,000,000 (6,000,000 Class A; 19,000,000 Class B; 19,000,000 Class C; 8,000,000 Class D Units) |
| Preferred return | Cumulative, non-compounded: Class B 9%, Class C 6%, Class D 5% |
| Loan servicing fee | 2% per year of loan principal, under a waiver; up to 3% allowed |
| Credit line | $80M with Columbia Bank, through July 5, 2028; $59,919,649 drawn at 6/30/26 |
| Redemption | About 5% of NAV per quarter (about 20% per 12 months); price is the lesser of NAV or the offering price |
| Geography | California 74.84%, Oregon 11.45%, other 13.71% (6/30/26) |
| Manager fees paid | $3,407,661 (2025); $3,880,375 (2024) |
| Offering term | Open until $52,000,000 of Units is sold, unless the Company ends it earlier at its sole discretion |
| Selling agent / intermediary | Self-underwritten / issuer-direct (no commissioned sales agents or underwriters) |
| SEC qualification | 2026-09-25 |

### The company
Iron Bridge Mortgage Fund has made loans since April 2009. It lends to real estate investors, mostly on residential property, secured by first-lien deeds of trust, with terms of 12 months or less and loan amounts generally no more than 70% of after-repair value. It is managed by Iron Bridge Management Group, led by CEO Gerard Stascausky, and has elected REIT tax status.

The fund offers up to $52 million of $1.00 Units in classes that carry different cumulative preferred returns: 9% for Class B, 6% for Class C, and 5% for Class D. The minimum is $50,000, and there is no broker-dealer. The book is partly funded by an $80 million bank credit line that ranks ahead of unitholders.

### What the company says (unverified)
- The company says it has had no investor losses since it was founded in 2009.
- The circular reports that all redemption requests from Jan 2021 through May 2026, covering 63,847,314 Units, were fulfilled.
- As of June 30, 2026, the fund reported 271 secured loans to 177 borrowers totaling about $137.1 million.
- The fund targets non-guaranteed preferred returns of 9% (Class B), 6% (Class C), and 5% (Class D).

### Questions to ask
- With about 75% of loans in California, how would a regional housing downturn affect the loan book, and what are the expected recoveries on the two loans in foreclosure and the three California properties held for sale?
- How do the 2% loan servicing fee (which can rise to 3% under the new operating agreement) and any origination points kept by the Manager affect net returns by class?
- What happens to unitholders if Columbia Bank tightens or does not renew the $80 million credit line (about $59.9M drawn at June 30, 2026)?

### Key risks
- Leverage: the senior bank credit line ranks ahead of unitholders, and the fund targets using 50% to 80% of it, which magnifies losses.
- Redemption limits: redemptions are capped at about 5% of NAV per quarter, paid at the lesser of NAV or $1.00, can be suspended on 10 days' notice, and large requests may be paid in monthly installments.
- Concentration and credit risk: the book is heavily weighted to California short-term investor loans, with some loans already in foreclosure or on non-accrual, and preferred returns are not guaranteed.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1462371/000147793226005802/iron_253g2.htm
2. Issuer investment page: https://ironbridgelending.com/investors/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Iron%20Bridge%20Mortgage%20Fund%22

Cite as: RegAMagazine. "Iron Bridge Mortgage Fund, LLC Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/iron-bridge-mortgage-fund/

## Park View OZ REIT, Inc. (Reg A)
URL: https://regamagazine.com/reg-a/park-view-oz-reit-inc/
Last verified: October 20, 2026

**Quick answer:** Park View OZ REIT, Inc. is offering Common stock under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $100.00 per share with a minimum investment of $10,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open (continuous best-efforts offering; issuer website accepts e-signed subscription agreements) |
| Exemption | Regulation A, Tier 2 |
| Security | Common stock |
| Price | $100.00 per share (set by the Manager; Board may adjust) |
| Minimum investment | $10,000 |
| Valuation | Not stated (offering price not based on asset valuation; no set NAV formula) |
| Maximum offering | $73,811,300 |
| Ticker | PVOZ (OTC) |
| Management fee | 0.75% per year of Market Capitalization, paid quarterly (Manager has not accrued or collected fees since 2024) |
| Target leverage | 30%-70% at the property level once the portfolio is stabilized |
| Redemption program | None |
| Dividends | Expected quarterly once annual earnings are positive; not required; may be funded from non-operating sources |
| Offering term | Earliest of (a) raising $73,811,300, (b) three years after the July 11, 2024 qualification of the prior offering statement, or (c) the Manager electing to terminate |
| Selling agent / intermediary | Self-underwritten / issuer-direct (officers rely on Rule 3a4-1; no selling commissions) |
| SEC qualification | September 23, 2026 (post-qualification amendment; offering circular dated September 28, 2026) |

### The company
Park View OZ REIT is a Boston-based Maryland corporation, formed in 2020, that aims to build a portfolio of commercial real estate located in qualified Opportunity Zones across the U.S. It is externally managed by an affiliate of its sponsor, Park View Investments, and so far owns a single property in Tampa Heights, Florida. Its shares are already quoted over the counter under the symbol PVOZ.

The company is selling up to $73.8 million of common stock directly to investors at $100 per share on a best-efforts basis, with no minimum raise and a $10,000 minimum per investor. Investors subscribe by signing an electronic subscription agreement linked from the company's website, and accepted funds are held until periodic closings that occur at least quarterly.

### What the company says (unverified)
- The company says its Tampa Heights property is fully leased, at combined monthly rent of $10,425 (per its September 2026 semiannual report).
- It reports having raised about $4,067,000 and issued 41,470 shares as of September 25, 2026.
- It markets the fund as a way for investors to obtain Opportunity Zone capital-gains tax benefits.
- It states it intends to elect REIT tax status at a date chosen by its Board.

### Questions to ask
- With only one property in the portfolio, what specific acquisitions are in the pipeline and how will new capital be deployed within Opportunity Zone timing requirements?
- How does the $100 subscription price compare with recent PVOZ trades on the OTC market and with book value per share (roughly $56 per share at June 30, 2026)?
- How will expected Opportunity Zone tax-law changes affect investors who buy now, and what is the planned exit or liquidity path given there is no redemption program?

### Key risks
- Illiquidity: there is no share repurchase or redemption program, and OTC trading in PVOZ is described as limited and sporadic.
- Related-party conflicts: the management agreement and fees (0.75% annually of market capitalization, plus offering-cost reimbursement) were not negotiated at arm's length, both directors are executives of the Manager, and there are no independent directors; affiliates may also earn project-level fees on joint ventures.
- Concentration and limited history: up to 100% of assets may be in one property, the company currently owns a single small property, reported a net loss for the first half of 2026, and its interim financials were unaudited and unreviewed.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1824204/000121465926012076/o9282613253g2.htm
2. Issuer investment page: https://parkviewozreit.com/
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Park%20View%20OZ%20REIT%22

Cite as: RegAMagazine. "Park View OZ REIT, Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/park-view-oz-reit-inc/

## Deedflow INC (Reg A)
URL: https://regamagazine.com/reg-a/deedflow/
Last verified: October 20, 2026

**Quick answer:** Deedflow INC is offering Bonds under Regulation A (Tier 2), the SEC exemption sometimes called a "mini-IPO," at $10.00 per bond with a minimum investment of $2,500. As of October 20, 2026, the SEC had qualified the offering, but no live investment page was available.

| Term | Detail |
|---|---|
| Status | Qualified Oct 16, 2026; investor page (deedflow.co/invest) not yet live |
| Exemption | Regulation A, Tier 2 |
| Security | Bonds (Royalty Revenue Bonds, Series 2026) |
| Price | $10.00 per bond (par) |
| Minimum investment | $2,500 (250 bonds) |
| Valuation | Not stated |
| Maximum offering | $25,000,000 (2,500,000 bonds) |
| Interest rate | 8% per annum priority return (not guaranteed; shortfalls accrue at 8%) |
| Maturity | 10 years from issuance |
| Call schedule | Non-callable yrs 1-3; 125% yrs 4-5; 110% yrs 6-7; 100% from yr 8 |
| Year 1 interest escrow | ~8% of gross proceeds |
| Tokenization | Administrative bond tokens on Trusted Smart Chain; legal ownership on transfer agent records only |
| Listing plans | None currently; may pursue ATS listing later |
| Offering term | Earliest of: 24 months after qualification (subject to requalification), sale of all bonds, or termination by the company |
| Selling agent / intermediary | Self-underwritten / issuer-direct (subscriptions via T7X Equity, Inc. platform; may engage broker-dealers later) |
| SEC qualification | October 16, 2026 |

### The company
DeedFlow was incorporated in June 2026. It plans to buy homes at government tax-deed auctions, renovate and resell them, and also buy and collect on tax liens, while it builds its own software platform. Its first portfolio is three South Carolina properties bought for $151,769, and it had no revenue as of June 30, 2026.

The company is selling up to $25 million of 10-year Royalty Revenue Bonds at $10 par, without a broker. Bondholders are targeted to receive an 8% annual priority return paid from a royalty pool funded by a cut of property sales and tax-lien income, and any unpaid amount accrues until maturity. Ownership is recorded by transfer agent T7X Equity, with a blockchain index kept for administration only.

### What the company says (unverified)
- Management estimates the three initial South Carolina properties could sell for about $535,000 in total, for about $150,000 in gross profit (not assured).
- The royalty pool is funded by 5% of the gross sale price of each property sold and 10% of interest and penalty income from tax-lien redemptions.
- About 8% of gross proceeds (around $2 million at full subscription) is to be held in escrow to cover first-year interest shortfalls.

### Questions to ask
- How large must the property-sale volume be for the 5%/10% royalty pool to cover an 8% return on the amount raised once the first-year escrow runs out?
- How will Bridge Notes held by the CEO and others be repaid or converted into bonds, and how will that affect cash bondholders?
- Since the software platform is unfinished and underwriting is manual, what track record do management have in tax-deed acquisitions and flips?

### Key risks
- Start-up with going-concern doubt: a net loss of $(8,775) and $31,225 in cash from inception (June 3, 2026) through June 30, 2026, and no operating history.
- The 8% return is not guaranteed and unpaid amounts can pile up until maturity; bonds rank behind senior property lenders and are secured only by the royalty pool account; there is no minimum raise and no trading market.
- Related parties: the CEO holds an $89,800 Bridge Note and a $29,800 note payable, Bridge Notes rank ahead of the bonds, and a director's role on the Trusted Smart Chain blockchain the company uses raises a possible conflict.

### Sources
1. Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/2143384/000168316826007293/deedflow_1aa1.htm
2. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Deedflow%22

Cite as: RegAMagazine. "Deedflow INC Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/deedflow/

# Regulation CF offering profiles
## Attorney Shield (Reg CF)
URL: https://regamagazine.com/offerings/attorneyshield/
Last verified: October 20, 2026

**Quick answer:** Attorney Shield is a company in the Legal Tech / Consumer App sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Class B Common Stock at $2.10 per share, with a minimum investment of $252. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Class B Common Stock |
| Price | $2.10 per share |
| Minimum investment | $252 |
| Valuation | $15,554,030 pre-money |
| Raised (current round) | About $259,000 (173+ investors) |
| Deadline | December 31, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Attorney Shield sells a subscription mobile app that connects members with a licensed attorney in real time when they are stopped or approached by law enforcement. The use cases the company describes run from routine traffic stops to domestic-disturbance calls, with the attorney's role framed as keeping the interaction calm, informing the member of their rights, and documenting what happened.

The business model is consumer subscription revenue, which puts the company closer to a membership-services firm than a traditional law practice. That distinction matters for investors: growth depends on member acquisition and retention, and the cost side depends on attorney network capacity and response time.

### What the company says (unverified)
- More than 8,700 active paid members
- More than 2,300 live legal incidents handled
- Growth to date achieved without paid customer acquisition

### Questions to ask
- What are monthly churn and average revenue per member?
- How are attorneys compensated, and what are guaranteed response times by state?
- How does attorney licensing work across state lines, and what regulatory review applies to the service?

### Key risks
- Professional-responsibility and unauthorized-practice rules differ by state.
- Response-time failures during real incidents could create reputational and liability exposure.
- Consumer subscription businesses are sensitive to churn and marketing costs once organic growth slows.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/attorneyshield
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Attorney%20Shield%22

Cite as: RegAMagazine. "Attorney Shield Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/attorneyshield/

## Shark Wheel (Reg CF)
URL: https://regamagazine.com/offerings/sharkwheel/
Last verified: October 20, 2026

**Quick answer:** Shark Wheel is a company in the Industrial Design / Manufacturing sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Convertible Promissory Notes that convert at a future financing, with a minimum investment of See offering page. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Convertible Promissory Notes |
| Price | Notes convert at a future financing (see terms) |
| Minimum investment | See offering page |
| Valuation | $60,000,000 valuation cap |
| Interest | 6.0% simple |
| Maturity | September 10, 2029 |
| Raised (current round) | $188,350 this round (64 investors) |
| Deadline | See offering page |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Shark Wheel developed and patented a wheel built around a sine-wave geometry rather than a conventional round profile. The company says the design delivers measurable performance advantages, and it has applied the technology to skateboards and luggage as well as to agricultural irrigation equipment and industrial material-handling products.

This round is structured as convertible notes rather than priced equity. Investors lend money that accrues 6% simple interest and is expected to convert into equity at a later qualified financing or other conversion event, with the conversion price limited by a $60 million valuation cap. Management states it is positioning the company for a possible strategic investment, merger or acquisition, and discloses that it held advanced talks on a strategic transaction in May 2024.

### What the company says (unverified)
- $4.6 million-plus raised through prior crowdfunding rounds
- Roughly $11 million in gross revenue from 2023 to present and $15 million-plus lifetime
- Appeared on Shark Tank; lists brand relationships including Grainger, Samsonite and Reinke
- Three-time NSF grant recipient

### Questions to ask
- What happens to the notes at maturity if no conversion event occurs?
- How much of reported revenue is licensing versus direct product sales, and what are margins?
- What was the outcome of the May 2024 strategic transaction discussions?

### Key risks
- Convertible notes do not represent ownership until conversion; repayment at maturity depends on the company's cash position.
- A $60 million cap is high relative to typical crowdfunding rounds; investors should compare it to revenue and profitability.
- Exit-oriented strategies may not produce a transaction.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/sharkwheel
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Shark%20Wheel%22

Cite as: RegAMagazine. "Shark Wheel Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/sharkwheel/

## Cleveland Whiskey (Reg CF)
URL: https://regamagazine.com/offerings/clevelandwhiskey/
Last verified: October 20, 2026

**Quick answer:** Cleveland Whiskey is a company in the Beverage / Spirits Technology sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Class F Common Stock at $9.10 per share, with a minimum investment of $254.80. As of October 20, 2026, the offering was closed and no longer accepting investments.

| Term | Detail |
|---|---|
| Status | Closed — not accepting investments |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Class F Common Stock |
| Price | $9.10 per share |
| Minimum investment | $254.80 (28 shares) |
| Valuation | $43.2 million pre-money |
| Raised (current round) | $3.39 million-plus across prior crowdfunding rounds (2,126 investors) |
| Deadline | Closed September 30, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Cleveland Whiskey uses a patented pressure-based process to finish spirits in a fraction of the time conventional barrel aging requires. The company argues that traditional whiskey economics are constrained by years of storage and inventory carrying costs, and that its process frees capital and lets it respond faster to changing market demand.

The company, led by founder and CEO Tom Lix, has used crowdfunding repeatedly, building a base of more than 2,000 investors. Its most recent Highlander round has closed; RegAMagazine keeps this profile live for readers following the company and any future offering.

### What the company says (unverified)
- Backed by two U.S. patents
- Award-winning spirits produced with its process
- Strategy to scale as a technology platform across global markets

### Questions to ask
- What are current case volumes, distribution footprint and gross margins?
- Does the company license its technology, and on what terms?
- How have earlier crowdfunding investors fared on valuation from round to round?

### Key risks
- Spirits is a crowded, distribution-dependent category.
- Repeat crowdfunding rounds dilute earlier investors.
- Class F shares may carry different rights from other classes; check the Form C.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/clevelandwhiskey
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Cleveland%20Whiskey%22

Cite as: RegAMagazine. "Cleveland Whiskey Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/clevelandwhiskey/

## Rad Life (Reg CF)
URL: https://regamagazine.com/offerings/radlife/
Last verified: October 20, 2026

**Quick answer:** Rad Life is a company in the Consumer Mobility / E-Bikes sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $1.00 per share, with a minimum investment of See offering page. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $1.00 per share |
| Minimum investment | See offering page |
| Valuation | $205,543,933 pre-money |
| Target / maximum | $10,000 / $5,000,000 |
| Bonus | 20% bonus shares for investments made on or before October 31, 2026 (per issuer) |
| Raised (current round) | $111,766 |
| Deadline | November 30, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Rad Life is raising capital around Rad Power Bikes, a widely recognized consumer e-bike brand that the company now operates under new ownership. The company describes a lean operating platform: U.S. assembly through an affiliated manufacturer in Tennessee, centralized purchasing, a multi-channel sales network, and two additional brands in the premium and off-road segments.

The company presents this as a raise to scale existing assets rather than an early-stage pitch, and plans to activate a Tennessee foreign-trade-zone facility intended to reduce tariff exposure.

### What the company says (unverified)
- $7 million in revenue in its first four and a half months of operation at a 43.7% gross margin
- Operates in a market it projects to reach $149 billion

### Questions to ask
- What liabilities, if any, came with the acquired brand assets?
- How is the $205.5 million pre-money valuation derived relative to revenue?
- What is the relationship and pricing with the affiliated manufacturer?

### Key risks
- The valuation is very large for a Regulation CF raise; investors are buying a small fraction of a highly valued company.
- Related-party manufacturing arrangements can create conflicts of interest.
- E-bike demand and tariffs have been volatile.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/radlife
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Rad%20Life%22

Cite as: RegAMagazine. "Rad Life Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/radlife/

## Whooshh Innovations (Reg CF)
URL: https://regamagazine.com/offerings/whooshh/
Last verified: October 20, 2026

**Quick answer:** Whooshh Innovations is a company in the Clean Energy / Aquaculture Technology sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $2.00 per share, with a minimum investment of $500. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $2.00 per share |
| Minimum investment | $500 (250 shares) |
| Valuation | $96 million pre-money |
| Maximum offering | $1,235,000 |
| Raised (current round) | $62,794 |
| Deadline | October 31, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Whooshh Innovations builds AI-enabled systems that scan, sort and pneumatically move fish over dams and other barriers. The approach is pitched as an alternative to traditional fish ladders, which consume water that could otherwise generate electricity, and the same systems can screen out invasive species.

The company positions itself across three markets at once: hydropower operators facing fish-passage requirements, conservation and fisheries agencies, and commercial aquaculture where fish-handling welfare rules are tightening.

### What the company says (unverified)
- Can raise hydropower output by up to 10% by reducing water needed for fish passage
- Moves fish over barriers in seconds with higher survival than traditional ladders
- Growing sales and global deployments

### Questions to ask
- What share of revenue comes from government or utility contracts, and how long are sales cycles?
- What independent studies support the survival and output claims?
- How much of the round's $96 million pre-money valuation is supported by current revenue?

### Key risks
- Customers are often public agencies with long, budget-dependent procurement.
- Environmental-permitting changes can delay deployments.
- The offering deadline is October 31, 2026 — confirm status before investing.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/whooshh
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Whooshh%20Innovations%22

Cite as: RegAMagazine. "Whooshh Innovations Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/whooshh/

## Nico Ventures (Reg CF)
URL: https://regamagazine.com/offerings/nicoventures/
Last verified: October 20, 2026

**Quick answer:** Nico Ventures is a company in the Media / Citizen Journalism sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $2.00 per share, with a minimum investment of $300. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $2.00 per share |
| Minimum investment | $300 |
| Valuation | $20,684,400 pre-money (including outstanding options) |
| Maximum offering | $365,000 |
| Raised (current round) | $42,200 |
| Deadline | October 31, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Nico Ventures, Inc. operates yourNEWS.com, a platform built around local and citizen-contributed reporting. The company's thesis is that concentrated corporate ownership and the collapse of the newspaper business model have left a gap in local coverage that a participatory, technology-driven outlet can fill.

As with most media start-ups, the investment case rests on audience growth and the company's ability to convert that audience into advertising, subscription or other revenue.

### What the company says (unverified)
- Building an alternative to legacy media through citizen contributors

### Questions to ask
- What are current monthly users, revenue and the revenue mix?
- How is contributor content verified and moderated, and what is the legal exposure?
- What happens if the $365,000 maximum is not reached?

### Key risks
- Digital media is highly competitive with thin margins.
- User-generated news carries defamation and content-moderation risk.
- The offering deadline is October 31, 2026 — confirm status before investing.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/nicoventures
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Nico%20Ventures%22

Cite as: RegAMagazine. "Nico Ventures Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/nicoventures/

## Gryphon Online Safety (Reg CF)
URL: https://regamagazine.com/offerings/gryphonconnect/
Last verified: October 20, 2026

**Quick answer:** Gryphon Online Safety is a company in the Cybersecurity / Consumer Hardware sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering SAFE that converts at a future equity round, with a minimum investment of $500. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | SAFE (Simple Agreement for Future Equity) |
| Price | SAFE converts at a future equity round |
| Minimum investment | $500 |
| Valuation | $40,000,000 valuation cap; 20% discount |
| Target / maximum | $10,000 / $1,500,000 |
| Raised (current round) | $36,250 |
| Deadline | See offering page |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Gryphon Online Safety, Inc. sells mesh Wi-Fi routers with built-in, AI-driven threat detection designed to block malware, phishing and ransomware for every device on a home network, alongside family content controls. The company also licenses its security software to equipment makers, which it says now includes Nokia.

The current round funds the move to Wi-Fi 7 hardware under a new product line, Gryphon Atlas. Investors receive a SAFE, which converts to equity at a future priced round subject to a $40 million cap and a 20% discount.

### What the company says (unverified)
- 95,000-plus routers sold and 1.2 million-plus devices protected
- Software embedded by Nokia and other partners
- Profitable, with recurring revenue (company statement)

### Questions to ask
- What share of revenue is recurring subscription versus hardware?
- What are the terms and duration of the Nokia licensing relationship?
- What happens to SAFE holders if no priced round ever occurs?

### Key risks
- SAFEs carry no voting rights or interest and may never convert.
- Consumer router hardware competes with large, well-funded brands.
- Security products face reputational risk from any breach.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/gryphonconnect
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Gryphon%20Online%20Safety%22

Cite as: RegAMagazine. "Gryphon Online Safety Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/gryphonconnect/

## xCraft (Reg CF)
URL: https://regamagazine.com/offerings/xcraft/
Last verified: October 20, 2026

**Quick answer:** xCraft is a company in the Drones / Aerospace sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Class B Non-Voting Common Stock at $11.98 per share, with a minimum investment of $503.16. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Class B Non-Voting Common Stock |
| Price | $11.98 per share |
| Minimum investment | $503.16 |
| Valuation | $60 million |
| Raised (current round) | $21,767.66 |
| Deadline | December 31, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
xCraft was founded in 2014 with the stated goal of reviving American innovation in drones, and drew national attention after a record-setting Shark Tank appearance. Its product line targets mapping, scouting and reconnaissance, including large-territory data collection.

The company is raising to expand internationally. Investors in this round receive Class B non-voting shares, so they would have no say in company governance.

### What the company says (unverified)
- Record-setting Shark Tank episode
- Positioned as a U.S.-built alternative in a market dominated by foreign manufacturers

### Questions to ask
- What are revenue and order backlog, and how much comes from government buyers?
- How does a $60 million valuation compare with current sales?
- What export-control constraints apply to international expansion?

### Key risks
- Non-voting shares give investors no control rights.
- Drone markets are shaped by defense budgets and import regulation.
- Hardware companies require heavy working capital.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/xcraft
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22xCraft%22

Cite as: RegAMagazine. "xCraft Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/xcraft/

## Valley Center Wellness (Reg CF)
URL: https://regamagazine.com/offerings/valleywellness/
Last verified: October 20, 2026

**Quick answer:** Valley Center Wellness is a company in the Behavioral Health / Real Estate sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $2.90 per share, with a minimum investment of $1,000.50. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $2.90 per share |
| Minimum investment | $1,000.50 (345 shares) |
| Valuation | See offering page |
| Raised (current round) | $4,953 in the current round (a prior round at $2.00 per share raised about $696,500) |
| Deadline | October 31, 2026 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Valley Wellness is a Southern California behavioral-health company that operates residential and outpatient treatment programs and owns or plans to own the real estate where they operate. Its existing facilities include Balance Point in Encino.

The company presents the offering as a blend of an operating business and a property investment, with potential profit sharing from treatment fees and rental income if the company performs. The share price has risen from $2.00 in an earlier Highlander round to $2.90 in this one.

### What the company says (unverified)
- Combines licensed treatment operations with owned real estate
- Potential profit sharing from treatment and rental income, subject to performance

### Questions to ask
- What is the payer mix (insurance, private pay), and how exposed is revenue to reimbursement changes?
- What licensing, accreditation and inspection history do the facilities have?
- How is real estate owned — by the company or by affiliates?

### Key risks
- Behavioral-health treatment is heavily regulated and reimbursement-dependent.
- Real estate adds leverage and interest-rate exposure.
- Any profit sharing is not guaranteed.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/valleywellness
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Valley%20Center%20Wellness%22

Cite as: RegAMagazine. "Valley Center Wellness Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/valleywellness/

## Cor5 (Reg CF)
URL: https://regamagazine.com/offerings/cor5/
Last verified: October 20, 2026

**Quick answer:** Cor5 is a company in the Sports Technology / Wearables sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $1.00 per share, with a minimum investment of $250. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $1.00 per share |
| Minimum investment | $250 (250 shares) |
| Valuation | See offering page |
| Target commercial availability | Q1 2027 (per issuer) |
| Raised (current round) | $2,250 |
| Deadline | February 28, 2027 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Cor5 is developing a dual-mode device that works both as a handheld for quick assessments and as a wearable during training. It combines several physiological sensors — ECG, PPG, multi-frequency bioimpedance, skin temperature and motion — to compare an athlete's readiness, response under load and recovery against their personal baseline.

The company is pre-commercial. Proceeds are earmarked to complete certification, start production and convert signed letters of intent into orders.

### What the company says (unverified)
- Signed letters of intent covering 9,000 units
- Validation pilots completed
- Early-access program open

### Questions to ask
- Are the letters of intent binding, and at what price per unit?
- Which certifications are still required, and what is the timeline?
- Does the company intend any medical or diagnostic claims that would trigger FDA review?

### Key risks
- Pre-revenue hardware company with certification and manufacturing risk.
- Letters of intent are typically non-binding.
- Wearables is a competitive category with large incumbents.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/cor5
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Cor5%22

Cite as: RegAMagazine. "Cor5 Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/cor5/

## NYCE X (Reg CF)
URL: https://regamagazine.com/offerings/nycex/
Last verified: October 20, 2026

**Quick answer:** NYCE X is a company in the Real Estate Services / Fintech sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Units at $2.50 per unit, with a minimum investment of $1,000. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Units |
| Price | $2.50 per unit |
| Minimum investment | $1,000 |
| Valuation | $20 million pre-money |
| Maximum offering | $1,235,000 (494,000 units) |
| Raised (current round) | $2,002.50 |
| Deadline | See offering page |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
NYCE X describes itself as a firm that sources, structures, advises on and manages institutional real estate transactions for operating and project companies. It earns advisory, management, sponsorship, technology and membership fees, which the company says scale with transaction volume and assets.

The company's materials also reference large-scale international development and a planned tokenized exchange through an affiliate.

### What the company says (unverified)
- MOU signed for a 2,500-acre development joint venture with a sitting monarch
- Term sheet signed for a $100 million affiliate tokenized exchange involving a $20 billion AI group

### Questions to ask
- Which counterparties are behind the MOU and term sheet, and are those documents binding?
- How much fee revenue has the company actually earned to date?
- What regulatory approvals would a tokenized exchange require?

### Key risks
- MOUs and term sheets are generally non-binding and may never close.
- Tokenized-securities activity faces significant and changing regulation.
- Early fee-based businesses depend on a small number of deals.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/nycex
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22NYCE%20X%22

Cite as: RegAMagazine. "NYCE X Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/nycex/

## Azure Printed Homes (Reg CF)
URL: https://regamagazine.com/offerings/azure/
Last verified: October 20, 2026

**Quick answer:** Azure Printed Homes is a company in the Housing / Construction Technology sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common equity at $15.00 per share, with a minimum investment of $495. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common equity |
| Price | $15.00 per share |
| Minimum investment | $495 (33 shares) |
| Valuation | See offering page |
| Investor perks | Product discounts at higher investment tiers (per issuer) |
| Raised (current round) | $990 |
| Deadline | See offering page |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Azure Printed Homes 3D-prints modular homes, backyard studios and tiny homes using recycled plastic. The company says units print in about 24 hours, are ready in roughly 20 days, and start at $24,900, targeting the housing-shortage and accessory-dwelling-unit markets.

The company has received recognition from organizations including the Edison Awards, TIME, SXSW and Fast Company, and offers product-discount perks to larger investors.

### What the company says (unverified)
- $75 million-plus in customer pre-orders
- Operating factories and revenue

### Questions to ask
- How many units have actually been delivered, and what portion of pre-orders carry deposits?
- How do local building codes treat recycled-plastic structures?
- What are unit economics at the $24,900 entry price?

### Key risks
- Pre-orders may be cancellable.
- Building-code and permitting acceptance varies by jurisdiction.
- Perks are not part of the security and have no investment value.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/azure
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Azure%20Printed%20Homes%22

Cite as: RegAMagazine. "Azure Printed Homes Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/azure/

## Soar (Reg CF)
URL: https://regamagazine.com/offerings/soar/
Last verified: October 20, 2026

**Quick answer:** Soar is a company in the Transportation / Aviation sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $0.94 per share, with a minimum investment of $470. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock |
| Price | $0.94 per share |
| Minimum investment | $470 |
| Valuation | See offering page |
| Raised (current round) | $515.12 |
| Deadline | See offering page |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
Soar is building a consumer app that lets users book short regional flights in seconds, aiming to turn multi-hour drives of 50 to 500 miles into short flights. The company frames the opportunity around road congestion and the hundreds of millions of regional trips Americans make each year almost entirely by car.

The company is early stage and markets the round as an entry point before institutional investors reprice the sector.

### What the company says (unverified)
- Americans take about 430 million regional trips of 50–500 miles a year, 97% by car (company-cited figure)
- First-mover positioning in aerial ridesharing

### Questions to ask
- Does Soar operate aircraft, or does it broker flights through certificated operators?
- What are current bookings and unit economics per flight?
- Which FAA rules govern its booking model?

### Key risks
- Aviation marketplaces are capital-intensive and heavily regulated.
- Statements about valuations being at 'cyclical lows' are promotional and should be weighed accordingly.
- Very early fundraising traction in this round.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/soar
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22Soar%22

Cite as: RegAMagazine. "Soar Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/soar/

## ERC Communities (Reg CF)
URL: https://regamagazine.com/offerings/erccommunities/
Last verified: October 20, 2026

**Quick answer:** ERC Communities is a company in the Real Estate / Build-to-Rent Housing sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Common Stock at $5.00 per share, with a minimum investment of $750. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Common Stock (issuer: ERC Communities 1, Inc.) |
| Price | $5.00 per share |
| Minimum investment | $750 (150 shares) |
| Valuation | See offering page |
| Maximum offering | $5,000,000 (1,000,000 shares) |
| Raised (current round) | $0 at time of review |
| Deadline | February 28, 2027 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
ERC Communities plans a national program of build-to-rent home communities, beginning with a 184-unit development in Zephyrhills, Florida, a commuter suburb of Tampa. The company says tenant reservations are in hand and construction is planned to begin in the fourth quarter.

Shares are offered at $5.00, which the company notes is its lowest price ever; earlier offerings sold shares for as much as $15.00.

### What the company says (unverified)
- Sizeable tenant reservations already in hand
- Targeted rent of about $2,200 per month per home

### Questions to ask
- Why has the share price fallen from as high as $15.00 to $5.00?
- Is land acquired and construction financing committed?
- Are tenant reservations backed by deposits?

### Key risks
- A lower price than prior rounds signals a significant change in valuation for earlier investors.
- Development projects face construction-cost, financing and interest-rate risk.
- Single-project concentration in the initial phase.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/erccommunities
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22ERC%20Communities%22

Cite as: RegAMagazine. "ERC Communities Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/erccommunities/

## GolfSuites (Reg CF)
URL: https://regamagazine.com/offerings/golfsuites/
Last verified: October 20, 2026

**Quick answer:** GolfSuites is a company in the Hospitality / Entertainment Venues sector raising capital under Regulation Crowdfunding (Reg CF) through Highlander Crowdfunding, an SEC-registered funding portal. It is offering Class A Common Stock at $5.00 per share, with a minimum investment of $750. As of October 20, 2026, the offering was open to investors.

| Term | Detail |
|---|---|
| Status | Open |
| Exemption | Regulation Crowdfunding (Reg CF) |
| Security | Class A Common Stock |
| Price | $5.00 per share |
| Minimum investment | $750 (150 shares) |
| Valuation | $288,856,050 |
| Maximum offering | $5,000,000 (1,000,000 shares) |
| Bonus | Up to 20% bonus shares (per issuer) |
| Raised (current round) | $0 at time of review |
| Deadline | February 28, 2027 |
| Platform | Highlander Crowdfunding (SEC-registered funding portal, FINRA member) |

### The company
GolfSuites built its business on outdoor golf-entertainment venues and is now pivoting to compact indoor locations that combine simulator golf, duckpin bowling, darts and a bourbon-focused bar. The company argues indoor venues are weather-proof, higher margin, quicker to open and franchisable.

The offering values the company at about $289 million.

### What the company says (unverified)
- $57 million-plus in revenue generated by the outdoor model
- 84% modeled gross margin for indoor venues
- New venues open in about six to eight months
- 4.5-out-of-5 rating from more than 1,000 reviews

### Questions to ask
- Is the $57 million revenue figure cumulative, and what were recent annual results and profits?
- What happened to the outdoor venues in the pivot?
- How is an approximately $289 million valuation supported?

### Key risks
- 'Modeled' margins are projections, not results.
- Hospitality is sensitive to consumer spending and location performance.
- High valuation means small ownership per dollar invested.

### Sources
1. Issuer offering page on Highlander Crowdfunding: https://app.highlander.ai/pitch-pages/pitch/golfsuites
2. Highlander Crowdfunding, Browse Startups listing: https://www.highlander.ai/browse-startups
3. SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22GolfSuites%22

Cite as: RegAMagazine. "GolfSuites Reg CF Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/offerings/golfsuites/