Note that the reporting requirements described below apply to companies that use a Reg A+ offering to raise capital, and do not list on the NASDAQ, NYSE or the OTCQX. (When companies use Reg A+ to list on the NASDAQ or NYSE, once listed they are required to provide Quarterly audits at the PCAOB level).
Note that these reporting obligations apply during the Reg A+ offering and continue after the capital raise ends.
Those that list on the QX are required to make management financial reports on a Quarterly basis but are still only required to make an annual audit at US-GAAP level.
Companies that complete their Reg A+ and do not list anywhere (or that list on the OTCQB or on an ATS - Alternative Trading System) have the reporting obligations described below.
Form 1-K - Annual audit
Annual audit on Form 1-K require 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.
The Form 1-K must be filed within 120 days after the issuer’s fiscal year-end.
Form 1-SA - Semi-Annual report (for companies that are not listed on the NASDAQ or NYSE)
Semi-Annual Reports on Form 1-SA 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.
Form 1-U - Current report
Issuers must disclose the following:
- Fundamental Changes.
- Bankruptcy or Receivership.
- Material Modification to Rights of Securityholders.
- Changes in Issuer’s Certifying Accountant.
- Certain Unregistered Sales of Equity Securities.
- Changes in Control of Issuer.
- The departure of key Officers.
The Form 1-U must be filed within 4 business days after the event.
Form 1-Z - Exit report
When a Tier 1 issuer completes it's Reg A+ it is required to file a Form 1-Z which states the amount of capital raised among other things. The Form 1-Z must be filed within 30 days after the termination or completion of a Tier 1 Regulation A+ offering.
Reg A+ Tier 2 issuers are not required to file a 1-Z report after completing the offering.
This is not legal advice.