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Glossary

Form 1-A

What Form 1-A is, the offering statement for a Regulation A offering, its three parts, how it is filed and reviewed, and what it means for the campaign.

Form 1-A is the offering statement a company files with the SEC to offer securities under Regulation A. Unlike a Form C, it is reviewed: SEC staff comment on it, the company amends it in response, and no sale may be made until the SEC qualifies it. The core of the form is the offering-circular, the disclosure document investors receive.

The three parts

The Form 1-A instructions divide it into three parts.

  • Part I, Notification. Basic facts in fillable form: the issuer, its eligibility, the tier claimed, the amount offered, the jurisdictions, and the parties involved (auditor, counsel, underwriters, promoters).
  • Part II, Offering circular. The narrative disclosure: the business, risk factors, dilution, plan of distribution, use of proceeds, management and compensation, related-party transactions, the securities offered, and the financial statements. Tier 2 financial statements must be audited; Tier 1 statements need not be unless audited statements already exist.
  • Part III, Exhibits. The underlying documents: charter and bylaws, material contracts, the subscription agreement, the escrow agreement, consents, the legal opinion, and testing-the-waters materials used under Rule 255 (and certain recent Rule 241 materials).

Filing and review

The form is filed on EDGAR. An eligible issuer may first submit a draft for nonpublic review; the draft and the related correspondence must then be filed publicly at least 21 calendar days before qualification. Review usually runs through one or more rounds of comment letters and amendments (Form 1-A/A). An offering statement does not become effective with the passage of time; it is qualified only by notice of the SEC.

After qualification, changes are made by post-qualification amendment (for fundamental changes, and at least every twelve months in a continuous offering) or by an offering circular supplement.

Why it matters to marketing

The date the Form 1-A becomes public changes what testing-the-waters material must include: from then on, each solicitation has to carry or point to the current preliminary offering circular. Every testing-the-waters piece is also filed as an exhibit, so the pre-launch campaign becomes part of the public record. The review timeline, which the company cannot schedule precisely, is why a Reg A campaign is built around readiness rather than a launch date.

Further reading

  • What is Reg A+
  • Reg A+ testing the waters: Rule 255 before and after Form 1-A
  • Testing the waters materials and filing
  • Counsel throughout the offering

This page is general information about securities rules, not legal advice. The content of a particular offering statement is the work of the company's securities counsel and auditors.

Topics:glossarycrowdfundingregulation

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