Reg A+ Filings
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SEC Form 1-K
Annual Reporting Under Regulation A+
by Nanuk Warman, CPA, CMA, CFA
Updated April 26th, 2022
The following is a general overview of SEC Form 1-K and is not legal or business advice, and nor should you consider it as such. Requirements for 1-K 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-K, please contact us here.
5 Things To Keep In Mind When
Filing Form 1-K
See What Is SEC Form 1-K here >>
The time of year that an issuer should start thinking about preparing their annual report is well in advance of the day it's due (120 days after the company's fiscal year end).
Advanced planning greatly contributes to a smooth audit and proper disclosure preparation, culminating in an annual report that's filed with the SEC in a timely manner—with a lot less stress than those who aren't organized.
Thankfully...preparing a 1-K is a lot less demanding than the 10-K annual report as required by S1 registrants.
Having said that...as preparations kick in to high gear for issuers that need to file a 1-K annual report...
There are a few tips that can help issuers make the process go as smooth as possible:
Five Things To Remember When
Preparing A Form 1-K Annual Report
How to prepare for an 1-K Annual Report
There are two parts to a Form 1-K and below I break them down for you.
But first...let's go over the items an issuer should have lined-up before preparing the form:
1-K annual reports must be filed within 120 days after the company's fiscal year end.
Click here to get a customized filing calendar >>
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 Form 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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