Reg A+ Filings
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SEC Form 1-SA
Semi-Annual or Special Financial Report Under
by Nanuk Warman, CPA, CMA, CFA
Updated April 26th, 2022
The following is a general overview of SEC Form 1-SA and is not legal or business advice, nor should you consider it as such. Requirements for 1-SA filings differ from case to case. You should not act upon any information shared in this article without seeking professional advice from a licensed lawyer and/or accounting professional directly hired by you. If you need help preparing or filing a Form 1-SA, please contact us here.
3 Things To Consider Before
Filing Form 1-SA
See What Is SEC Form 1-SA here >>
REPORTING & CFO
Nuke -- so this is from the day the offering was qualified?
The key to filing a Form 1-SA semi-annual report is to prepare for it well in advance of the due date—which is no later than 90 calendar days after the six month period the report covers.
SHAWN: MAY WANT TO GO THROUGH PROCESS. CONVERTING...SENDING IN WORD AND EXCEL FILES...ETC.
In the case of using Form 1-SA to disclose a "Special Financial Report"...such as a change in management...or any transaction that has a significant material impact on the company (see a full list of reasons here)...needs to be filed with the SEC no later than 4 days of the event.
3 Basic Things Every 'Reg A+' Issuer
Needs To Have Setup Properly
I cannot stress enough how important it is for an issuer to have it's ledger books and Trial Balance maintained on a monthly basis.
Hands down, the number one reason clients end up wasting far more money with me than necessary is because they are not properly keep their books and I have to sort it out for them.
If you need help with bookkeeping, accounting, or setting up your books click here >>
And it's almost always because of one of the following three reasons:
Update all ledger books...general ledger accounts...and Trial Balance on a monthly basis -- If a new client tells me their Trial Balance is not up to date, I already know it's going to be an expensive job (and I tell them that too).
Notes are not current —
Disclosures are not ready — and in some cases haven't even been thought of. Keep a list of all disclosures you will need to have ready for all of your financial filings and schedule time to follow-up on them (half of all the "time extension to file" requests I make with the SEC for clients is because of this reason).
make sure the notes in those books are current (you'll thank me when it comes time to prepare the financial statements)...and maintain a list of all disclosures you'll need to have done before filing the company's semi-annual report (Form 1-SA) .
Those habits will not only serve you well in preparing a form 1-SA, but will also help you ensure a smooth audit and sign-off process when it's time to prepare the company's Form 1-K annual report — and with a lot less stress (both personally and professionally) than those issuers who struggle to meet financial reporting deadlines at the last minute.
Click here for all your PubCo Accounting & Edgar Reporting Needs >>
Thankfully, preparing a 1-SA is a lot less cumbersome than the 10-Q quarterly report as required by S1 registrants.
Having said that, even the most prepared need to when preparations kick in to high gear for issuers that need to file a 1-SA annual report.
Here's a few things for issuers to keep in mind that will help make the process go as smooth as possible.
Five Things To Remember When
Preparing A Form 1-SA (Semi-Annual) Or Special Financial Report
First...there are two reasons why a Reg-A+ issuer needs to file a Form 1-SA:
1. Semi-Annual Report: An unaudited financial report detailing the company's business and financial position for the six months covered by the report, and...
2. Special Financial Report: Reporting the occurrence of an event that has a material impact on the company and needs to be reported (i.e.,
There are two parts to a Form 1-SA and below I break them down for you.
But first...let's go over what is
Given that Reg A+ filers are
A complex set of documents...preparing a Form 1-K is a detailed and time-consuming endeavor that can be a tremendous tax on resources — especially for small to mid-cap filers.
According to the SEC, it takes approximately 600 work-hours to complete a Form 1-K.
It consists of....x, y, and z. And needless to say, it is wise for an issuer to begin planning for an annual 1-K filing long before it's due.
Below I break-down the various different parts of a Form 1-K.
But first...let's go over what's even more important.
PLANNING FOR A 1-K or...
Five Things To Remember When
Preparing A 1-K
<<This could be sort of like what Nanuk wished 'Every Client Knew' before planning a 1-K filing>>
CONSIDER THE ABOVE YOUR TEMPLATE.
WE NEED TO GIVE 3-4 POWERFUL TIPS/INSIGHTS THAT WILL HAVE PROFESSIONALS NODDING THEIR HEADS.
ROUGH DRAFT THIS OUT FOR NANUK
On it's surface, Form 1-K is a straight-forward document:
Issuers need to submit fully-audited...legally reviewed...and director-certified set of financial statements, along with supporting disclosures that provide a complete overview of the company's finances and business operations for the year.
Practically speaking however, completing a Form 1-K is a complex endeavour that requires professional assistance from an experienced attorney, accountant, and auditor specializing in securities.
Needless to say, it is essential for issuers to consult with a securities professional if they have any questions regarding their 1-K submission.
Click here if you need help filing a 1-K >>
There Are Four Main Parts To A
Form 1-K itself is actually a guideline and not a "form to be completed", per se.
It is a basic set of instructions that details the various components of a Form 1-K submission and their various requirements.
There are two main components to a Form 1-K:
SHAWN: SEE NOTE BELOW (SIMPLIFY THIS?)
PART 1: NOTIFICATION
This section needs to be completed in the XML-based section of the form directly on the EDGAR filing system before any offering statement or amendment thereto can be uploaded.
Access a professional EDGAR filer here>>
The information required in this section includes:
Business details — Basic information such as name of company, jurisdiction of incorporation, EIN number, address and telephone number.
Summary Information Regarding Prior Offerings and proceeds — detailing any Reg A offering that has terminated or completed prior to filing the form 1-K (unless it has already been reported).
A list of any fees connected to the offering — including legal, commissions, audit, underwriters, sales commissions, promoters, and blue sky compliance.
If full details of any Regulation A offering have already been reported as per Rule 257 (Reports of Sales and Use of Proceeds), it does not need to be reported again in Part 1 of the form.
SHAWN: THINKING PART ONE AND PART TWO SHOULD BE SIMPLIFIED IN A PARAGRAPH FORMAT -- WITH A LITTLE MORE TIME SPENT ON PART 2
Part 2: Information To Be Included In Report
A disclosure of the issuer's equitable securities that includes insider trading activity...market activity...certain shareholder information...related stockholder issues...and more.
Details that need to be reported in this section include:
Management's Discussion and Analysis of Financial Condition and Results of Operations — specific to the fiscal year reported.
Quantitative and Qualitative Disclosures About Market Risk
A detailed progression of certain financial conditions related to the company over the previous 5 years
Audited financial statements accompanied by written statements from the auditor...legal counsel...and management.
A description of the company's internal controls and procedures
Note: Any event that would normally be reported in an 8-K form may also be repoted in a 10K — provided the event occurred in the 4th quarter of the fiscal year — thus elminating the need to file an 8-K for the same event.
Part 3: Directors, Executive Officers and Coporate Governance
A list of the company's officers and directors is required under in part 3 of the form, along with various disclosures relating to compensation...accountability... and corporate governance.
Other disclosures required under part 3 include:
A brief biography for each of the directors and executive officers in the company
Executive compensation disclosure
Disclosure of beneficial equity holders...management...and related stockholder matters
The name of the principal accountant, and any related tax, audit, and accounting fees.
Code of ethics and compensation policies
Part 4: Exhibit and Financial Statement Schedules
Registrants must provide a list of all documents filed as part of the 10K —
including financial statements, schedules, and exhibits.
Download Form 10-K and Guidelines here>>
The deadline for filing a Form 10-K is as follows:
The form includes various disclosures, including a Discussion and Analysis of Financial Condition and Result of Operations by Management detailing the company's performance for the year...along with forward-looking statements that the company might have about the future.
Form 10-K is subject to the following deadline-dates:
60 days of the company's fiscal year-end for large accelerated filers (companies with a market-cap greater than $750 million).
75 days from the end of the fiscal year for accelerated filers (those with a market cap between $75 million and $750 million)
90 days after the end of the fiscal year for non-accelerated filers (companies with a market cap of $75 million or less).
The form must be fully reviewed and certified by
See a full list of 8-k trigger events here>>
Important Note: 8-K events related to category #7 (Regulation FD), and category #8 (Other events) may require an earlier due-date for filing.
Issuers should always consult with a professional service provider regarding any SEC compliance-related questions.
Click here if you need help filing an 8-K>>
To make a long story short...any event that has a material impact on the company, and/or entails a corporate structural change to its bylaws, debt structuring parameters, or equity distribution, needs to be reported to the SEC using a Form 8-K — Within 4 days (or less) of the event taking place.
As always, whenever an issuer has a question or concern about a regulatory or compliance issue, it is important they consult an experienced professional.
ADD "WHAT IS A 1-K HERE" (or below it -- maybe better)
We Take The Regulatory Compliance Issues
Off Your Plate And Get Them Filed.
PubCo Reporting has provided issuers with SEC EDGAR and Compliance guidance for more than 18 years. We're not only professional CPA's, CFA's, and Financial Filers, we're experienced CFO's too—And we have extensive experience helping our clients — across a wide range of industry — prepare and file their Form 8-K's for our clientsand we're proud to say that more than 95% of our clients stay with us after a period of five years.
If you need help with preparing and/or filing an 8-K--or with any of your EDGAR, SEDAR, or Regulatory Compliance issuer -- we would be more than happy to help you.
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