Regulation A+ issuers have two primary update filings that are submitted to the Securities and Exchange Commission (“SEC”) each year.
Form 1-SA: The Form 1-SA is the semi-annual update filing that is submitted to the SEC. Form 1-SA must be filed by issuers that have completed a Tier 2 offering under Regulation A+. Semi-annual reports on Form 1-SA provide disclosure covering the first six months of the issuer’s fiscal year, and must be filed within 90 calendar days after the end of the period covered by the report. Form 1-SA requires disclosure including: management’s discussion of analysis of financial condition and results of operations, financial statements (which are not required to be audited or reviewed) and certain exhibits.
Form 1-K: Form 1-K is the annual update filing that Regulation A+ issuers submit to the SEC. SEC Form 1-K must be filed on an annual basis with the Securities and Exchange Commission by issuers that have completed a Tier 2 offering under Regulation A+.
This annual report, which must be filed within 120 calendar days after the end of the fiscal year covered by the report, includes two parts. Part I of Form 1-K is delivered in XML (eXtensible Markup Language) format and contains basic information on the issuer along with details on the Regulation A+ offering.
For Part II of Form 1-K the issuer must disclose information on its business, directors, officers and security-holders. Disclosures must also include information on related party transactions and interest of management and others in certain transactions. The issuer must also share audited financial statements for the two most recently completed fiscal years as well as analysis of financial condition and results of operations.
Regulation D Resources provides services for the completion and filing of Form 1-SA and Form 1-K filings. In general, these filings are fairly straightforward to prepare.
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Monday April 24, 2023
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