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Post-Offering Reg A+ SEC Reporting Obligations

Note that the reporting requirements described below apply to companies that complete their Reg A+ offering, 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).

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) have the reporting obligations described below.

Form 1-K - Annual report

Annual Reports 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 Report 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

Semi-Annual Reports on Form 1-SA require disclosure and discussion of financial statements covering the applicable six month period, including MD&A. No audit 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.

Reg A+ Tier 2 issuers are not required to file a 1-Z report after completing the offering.

The Form 1-Z must be filed within 30 days after the termination or completion of a Tier 1 Regulation A+ offering.

 

Related content:

Can I stop reporting results for my Tier 2 funded company after the offering?

Reg A+ liquidity explained for insiders and investors

How much does a Regulation A+ offering cost? 

 

This is not legal advice.