Reg A+ SEC Reporting Obligations (part 2)

Papers representing SEC forms for REG A+.

Introduction

Welcome back to our RegA+ reporting journey! In the first part we decoded SEC reporting obligations, highlighting Tier 1 and Tier 2 offerings. We also broach crucial forms and compliance essentials. If you didn’t read, click here and learn all about the beginning of this special content that envelops Reg A+ compliance.

What to expect in part 2 regarding SEC forms for Reg A+?

In this article, we’ll delve into specific SEC forms vital for Regulation A+ compliance.

From Form 1-POS to Form 1-U, we’re decoding each form’s purpose, filing process, and significance in your RegA+ journey.

We will also discuss the yearly audit of Form 1-K, the semi-annual reports of Form 1-SA, and Investigate the role of Form 1-U.

 

SEC forms for Reg A+: Form 1-POS

When the subject is SEC forms for Reg A+, it’s essential to understand some of the key forms involved in the process, let’s begin with SEC Form 1-POS.

Also known as Form 1-POS AM, is a filing used by companies that are registering securities under Regulation A of the Securities Act of 1933. It is a part of the registration process for securities offerings conducted under Regulation A, which provides an exemption from the full registration requirements of the Securities Act.

Form 1-POS is a “post-qualification amendment” to an offering statement filed on SEC Form 1-A. It is submitted after the initial filing of Form 1-A but before the offering is finalized. This form contains information updates or amendments to the previously filed offering statement (Form 1-A) that reflect changes or additional details related to the securities offering.

Key aspects of Form 1-POS include:

Aspect Description
Amendments and Updates The form includes updates, corrections, or revisions to the information in the initial Form 1-A filing. It covers changes in offering terms, financial information, business operations, risk factors, or other material information.
Filing Process Companies file Form 1-POS through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The form is subject to SEC review and comments, similar to the original Form 1-A filing.
Timing Form 1-POS is filed after the initial Form 1-A but before the SEC qualifies the offering statement. It allows issuers to provide updated or corrected information to potential investors and the SEC during the review process.
Purpose The primary purpose of Form 1-POS is to keep the offering statement current and accurate by disclosing any changes or additional material information that has arisen since the initial filing of Form 1-A.
 

Unlocking Reg A+ : Form 1-POS

Form 1-POS is part of the regulatory process involved in offering and selling securities under Regulation A. Companies intending to conduct offerings under Regulation A should work closely with legal and financial professionals to ensure compliance with SEC regulations and to provide accurate and up-to-date disclosures to potential investors and regulatory authorities.

 

Form 1-K – Annual Audit

Annual audit on Form 1-K requires disclosure and discussion of information regarding business operations, related party transactions,  compensation data, beneficial ownership of voting securities, identification of directors, executive officers, and significant employees, management discussion and analysis (MD&A), and the audited financial statements for the year ended (at the US GAAP level). The  Annual Audits must include updated information about Regulation A+ offerings conducted in the year covered.

Being a part of SEC forms for REG A+, Form 1-K must be filed within 120 days after the issuer’s fiscal year-end

Semi-Annual Reports on Form 1-SA (for companies that are not listed on the NASDAQ or NYSE) require disclosure and discussion of financial statements covering the applicable six-month period, including MD&A using the US-GAAP format. No audit is required on the financial statements included in a Form 1-SA.

The  Form 1-SA must be filed within 90 days after the end of the first six months of the issuer’s fiscal year-end.

Reg A+ compliance: Form 1-U – Current Report

SEC Form 1-U, also known as the Exit Report Under Regulation A, is a filing submitted by issuers to the Securities and Exchange Commission (SEC) to report certain events and information upon the conclusion or termination of a Regulation A offering.

Key points about SEC Form 1-U include:

    • Reporting Certain Events: Form 1-U is used to report specific events or material changes that occur after the qualification of the offering circular under Regulation A but before the termination or completion of the offering.
    • Information Included: The form typically includes details about the occurrence of events such as a fundamental change in the nature of the business, a change in control of the issuer, bankruptcy, the departure of directors or executive officers, or any other significant events that could affect the company.
    • Filing Process: Companies file Form 1-U electronically through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The Form 1-U must be filed within 4 business days after the event. 
    • Purpose: The primary purpose of Form 1-U is to promptly notify the SEC and the public about significant events or material changes that could impact the issuer or the offering.

Form 1-U is an essential filing that issuers must submit to the SEC to fulfill their reporting requirements under Regulation A. Companies engaging in Regulation A offerings should work with legal and financial professionals to ensure compliance with SEC regulations and to promptly report any material events or changes that occur during the offering process.

Reg A+ reporting: Form 1-Z – Exit Report

SEC Form 1-Z is a filing used by issuers to report the termination or completion of an offering of securities under Regulation A of the Securities Act of 1933. Regulation A provides an exemption from the full registration requirements for certain securities offerings, allowing smaller companies to offer and sell securities to the public without undergoing the traditional and more extensive registration process.

Form 1-Z, officially titled “Exit Report Under Regulation A,” is filed by issuers to notify the Securities and Exchange Commission (SEC) about the conclusion or termination of a Regulation A offering. This form serves as a final report to the SEC, providing information about the completion of the offering.

Key points about SEC Form 1-Z include:

Termination Report Form 1-Z is used to report the conclusion or termination of a Regulation A offering, indicating that the offering is no longer ongoing.
Filing Requirement Issuers who have conducted a Regulation A offering that has concluded must file Form 1-Z with the SEC within 30 days after the termination or completion of the offering.
Information Included The form typically includes basic details about the offering, such as the issuer’s information, details about the securities offered, the offering amount, the offering start and end dates, and other relevant information related to the completion or termination of the offering.
Filing Process Companies file Form 1-Z electronically through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
Purpose The primary purpose of Form 1-Z is to inform the SEC and the public that the Regulation A offering has concluded or been terminated. It helps maintain transparency and compliance with reporting obligations under Regulation A.

Best practices for Reg A+ : Form 1-Z

Form 1-Z is an essential filing that issuers must submit to the SEC to fulfill their reporting requirements upon the conclusion or termination of a Regulation A offering. Companies engaging in Regulation A offerings should work with legal and financial professionals to ensure compliance with SEC regulations and to fulfill their reporting obligations accurately and in a timely manner.

At least, for best practices for Reg A+ reporting, it’s important to understand all the details and requirements when using the JOBS Act regulations such as RegA+ to make sure you on always compliant.

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