How to file Form 1-A
Form 1-A is the offering document required to be filed for securities offerings that are qualified under Regulation A and Regulation A+. Issuers should take note of terms, conditions, and requirements of Regulation A, as the exemption is not available to all issuers or for every type of securities transaction.
The offering statement is organized in three different parts and must be prepared by all persons seeking exemption under Regulation A.
Part I of Form 1-A must be provided in XML format. We are often asked how to complete or submit Part I information for inclusion in the filing. To assist our clients in gathering the required information, Securex has created a worksheet in Word format which includes guidelines for many of the form fields. This section includes issuer information, certifications regarding eligibility criteria and “bad actor” disqualifications, information about the offering and the jurisdictions securities will be offered and details of unregistered sales of securities.
Part II of Form 1-A is similar to most other SEC filings that are submitted in HTML or ASCII formats that meet SEC EDGAR filings system guidelines.
Part III of Form 1-A is submitted in standard EDGAR format and includes an exhibit index and exhibits to the offering circular as well as a signature block.
Many exhibits are only available in hard copy format and clients often ask how these documents are submitted with the filing and if they can be submitted in PDF format. All documents electronically submitted to the EDGAR system must be searchable. PDF files may be submitted with a filing as an unofficial document if the exact content is also included with the filing in searchable format. If EDGAR detects formatting or other content issues with an attached PDF, the system will automatically discard the unsupported document and accept the remainder of the submission. In order to make scanned (or PDF files) EDGAR compliant, Securex will convert them to an acceptable, searchable format and include with your filing.
Tier 1 and Tier 2 issuers must file financial statements, including balance sheets and income statements for the two most recently completed fiscal years. Tier 1 issuers are not required to provide audited financial statements while Tier 2 issuers must provide audited financials. Financials included in Form 1-A filings are not subject to XBRL requirements.
Details about the preparation, format, content, and submission of the offering statement are contained in Rule 252. In regards to non-public submission of offering statements, please refer to Rule 252(d). Offering Circular requirements are contained in Rules 253 and 254.
If applicable, supplemental information is required by the Issuer and must be submitted to the SEC. The following types of supplemental information are detailed below.
- A statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared with the Financial Industry Regulatory Authority (FINRA).
- Any engineering, management, market, or similar report referenced in the offering circular or provided for external use by the issuer or by a principal underwriter in connection with the proposed offering. There must also be furnished at the same time a statement as to the actual or proposed use and distribution of such report or memorandum. Such statement must identify each class of persons who have received or will receive the report or memorandum, and state the number of copies distributed to each such class along with a statement as to the actual or proposed use and distribution of such report or memorandum.
- Such other information as requested by the staff in support of statements, representation sand other assertions contained in the offering statement or any correspondence to the staff.
For additional information in regards to Part II of SEC Form 1-A, please contact us today.