In Part I of this blog, we explained the requirements for Regulation A filings and the differences from other initial offerings. Part II will dive deeper into the forms that are required for each Tier.
Required to file |
Tier 1 |
Tier 2 |
1-A |
Yes |
Yes |
1-K |
No |
Yes |
1-SA |
No |
Yes |
1-U |
No |
Yes |
1-Z |
Yes |
Yes |
There are 5 different forms related to Regulation A filings. Only the 1-A and 1-Z forms are required for both tiers.
The reporting requirements for both tiers include a 1-A filing, often called an offering circular. This offering circular is filed with the SEC in an XML format and includes basic information about the issuer and proposed offering. If the filer choses to “test the waters” before filing, the 1-A form must include any pre-solicitation materials. Regulation A filers can submit a non-public draft 1-A to the SEC for review to determine whether their filing will be approved. Once the final 1-A is filed, the SEC must approve the proposed offering before securities can be sold publicly.
The other form that must be filed regardless of tier is the 1-Z. This form is commonly known as the exit report, and it must be filed within 30 days of completion of the offering. In the 1-Z, the requirement for what must be included differs based on the tier. Tier 1 filers must include summary information while Tier 2 filers do not need to include this information, as it was previously reported in their 1-K filing.
The next form, the 1-K, is only required for Tier 2 filers. Commonly known as the annual report, it is an update to the 1-A about business operations. The 1-K must be filed in XML within 120 days of the fiscal year end. Similar to the 1-K is the 1-SA, which is also only required for Tier 2 filers. The 1-SA is the semiannual report, which has to be filed within 90 days of the midpoint of the fiscal year. The 1-SA filing is filed only in HTML.
The last filing, which is only for Tier 2 filers, is the 1-U. This HTML filing must be filed within 4 days of a qualifying event. These events are fundamental changes and include items such as changes in executive officers, bankruptcy, or modifications to the rights of security holders.
Do the XML forms seem daunting to you? The Transform™ SEC Reporting software provides a simple, user-friendly form to fill out and automatically converts it to the required XML format and the Transform HTML Authoring tool can help you prepare your HTML filings.
Need help creating forms and filings? We have experts to guide you through the process. Contact us for more information.
