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.
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At a glance
| Status | Open |
|---|---|
| Status detail | Open (new offering statement qualified 2026-08-17; sold via mycnote.com) |
| Sector | Impact finance / community development lending |
| 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
The following statements come from the issuer's offering circular and investor materials and have not been independently verified by RegAMagazine:
- 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 we'd ask before investing
- 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).
- General Reg A risks apply: most Reg A securities have no trading market, the price is usually set by the issuer rather than negotiated, non-accredited investors in Tier 2 offerings are limited to 10% of the greater of annual income or net worth, and you can lose your entire investment. See our Investor Risk Guide.
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RegAMagazine has not received any compensation, in cash, securities or otherwise, from this issuer, its selling agents, or any other party in connection with this profile. RegAMagazine may accept compensation for coverage in the future; if it does, this disclosure will be updated to state the amount, form and source of that compensation.
RegAMagazine.com is an independent publication. This profile is for information only. It is not investment advice, and it is not an offer to sell, a solicitation to buy, or a recommendation of any security. Offers are made only by the issuer's SEC-qualified offering circular. Figures and statements are drawn from the issuer's offering circular, SEC filings and investor materials and have not been independently verified. Regulation A securities are speculative and usually illiquid, and you may lose your entire investment. Read the offering circular, including its risk factors, before investing.
Data as of October 20, 2026.
Sources
- Offering circular filed with the SEC (EDGAR): https://www.sec.gov/Archives/edgar/data/1683145/000121465926008810/partiiandiii.htm
- Issuer investment page: https://www.mycnote.com/solutions/flagship-fund/
- SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22CNote%20Group%22
Last verified: October 20, 2026. Offering terms change; check the sources above for current figures.
Cite this page
RegAMagazine. "CNote Group, Inc. Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/cnote-group/