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.
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At a glance
| Status | Open |
|---|---|
| Sector | Biotechnology (preclinical drug development) |
| 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
The following statements come from the issuer's offering circular and investor materials and have not been independently verified by RegAMagazine:
- 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 we'd ask before investing
- 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.
- 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/2131824/000121390026109216/ea0308504-253g2_goa.htm
- Issuer investment page: https://invest.goathera.com/
- SEC EDGAR full-text search for the issuer's filings: https://www.sec.gov/edgar/search/#/q=%22GOA%20Therapeutics%22
Last verified: October 20, 2026. Offering terms change; check the sources above for current figures.
Cite this page
RegAMagazine. "GOA Therapeutics Corp Reg A+ Offering: Terms, Risks & Profile." RegAMagazine.com, October 20, 2026. https://regamagazine.com/reg-a/goa-therapeutics/