Form 1-A Filings

What Is SEC Form 1-A?

Form 1-A is the SEC offering statement used by eligible companies to conduct public offerings under Regulation A without registering the offering through a traditional Securities Act registration statement. Filed under the Securities Act of 1933, Form 1-A provides a streamlined disclosure framework for eligible U.S. and Canadian issuers seeking to raise capital from public investors. Regulation A offerings are therefore sometimes described as “mini IPOs.”

Companies may conduct Regulation A offerings under Tier 1, for offerings of up to $20 million in 12 months, or Tier 2, for offerings of up to $75 million. The SEC Forms Index can be used to compare Form 1-A with related Regulation A and Securities Act filing types.

What’s Included in Form 1-A?

Form 1-A includes disclosures designed to give potential investors information about the issuer, its financial condition, the securities being offered, and how the proceeds will be used. The filing includes an offering circular and financial statements, with different auditing and ongoing reporting requirements depending on the offering tier. Tier 1 issuers generally do not need audited financial statements unless they have already prepared them for another purpose, while Tier 2 issuers must provide audited financial statements.

Core components of Form 1-A include:

• Offering circular describing the securities and terms of the offering
• Financial statements meeting the applicable Tier 1 or Tier 2 requirements
• Business description and operational background
• Use of proceeds
• Material risk factors
• Management and ownership information
• Securities and capitalization information
• Required exhibits and supporting documents

If information in an offering statement needs to be amended before qualification, issuers may submit Form 1-A/A as part of the Regulation A filing process.

SEC Form 1-A Filing Tiers and Limits

Companies using Form 1-A can conduct offerings under two tiers, each with different offering limits and compliance requirements.

After qualification, certain changes to an offering statement may require a post-qualification amendment, which can be submitted using Form 1-A POS where applicable. Tier 2 issuers also generally have ongoing annual, semiannual, current, and exit reporting requirements.

Key Things to Know About 1-A Filing Rules

• Exempt but Regulated: Regulation A is an exemption from full Securities Act registration, but issuers must still prepare detailed disclosures and have the Form 1-A offering statement qualified by the SEC before sales begin.
• Two-Tier Structure: Tier 1 permits offerings of up to $20 million, while Tier 2 permits offerings of up to $75 million during 12 months.
• Tier 2 Has Additional Requirements: Tier 2 generally requires audited financial statements, ongoing SEC reports, and investment limits for certain non-accredited investors.
• State Requirements Differ by Tier: Tier 1 offerings may be subject to state securities registration or qualification, while Tier 2 offerings are generally exempt from state registration and qualification requirements, although other state-law requirements may still apply.
• Direct Offerings Are Possible: Regulation A does not inherently require every issuer to conduct its offering through a broker-dealer, but broker-dealer registration and securities-law requirements must still be considered based on how securities are marketed and sold.
• Ongoing Filings Depend on the Tier: Tier 2 issuers generally have more extensive continuing reporting obligations than Tier 1 issuers.

Researchers can follow initial offering statements, amendments, qualification activity, and ongoing reports through Regulation A offerings, providing visibility into issuers raising capital through this exempt public-offering framework.