Sec Form 1a Regulation A Offering Statement printable pdf download

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:

3235-0286

Expires:

June 30, 2018

Washington, D.C. 20549

Estimated average burden

hours per response . ......... 608.00

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

GENERAL INSTRUCTIONS

Eligibility Requirements for Use of Form 1-A.

This Form is to be used for securities offerings made pursuant to Regulation A (17 CFR 230.251 et seq.).

Careful attention should be directed to the terms, conditions and requirements of Regulation A, especially Rule

251, because the exemption is not available to all issuers or for every type of securities transaction. Further, the

aggregate offering price and aggregate sales of securities in any 12-month period is strictly limited to $20 mil-

lion for Tier 1 offerings and $50 million for Tier 2 offerings, including no more than $6 million offered by all

selling securityholders that are afﬁliates of the issuer for Tier 1 offerings and $15 million by all selling securi-

tyholders that are afﬁliates of the issuer for Tier 2 offerings. Please refer to Rule 251 of Regulation A for more

details.

II.

Preparation, Submission and Filing of the Offering Statement.

An offering statement must be prepared by all persons seeking exemption under the provisions of

Regulation A. Parts I, II and III must be addressed by all issuers. Part II, which relates to the content of the

required offering circular, provides alternative formats, of which the issuer must choose one. General informa-

tion regarding the preparation, format, content, and submission or ﬁling of the offering statement is contained in

Rule 252. Information regarding non-public submission of the offering statement is contained in Rule 252(d).

Requirements relating to the offering circular are contained in Rules 253 and 254. The offering statement must

be submitted or ﬁled with the Securities and Exchange Commission in electronic format by means of the Com-

mission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) in accordance with the EDGAR

rules set forth in Regulation S-T (17 CFR Part 232) for such submission or ﬁling.

III.

Incorporation by Reference and Cross-Referencing.

An issuer may incorporate by reference to other documents previously submitted or ﬁled on EDGAR.

Cross-referencing within the offering statement is also encouraged to avoid repetition of information. For exam-

ple, you may respond to an item of this Form by providing a cross-reference to the location of the information in

the ﬁnancial statements, instead of repeating such information. Incorporation by reference and cross-referencing

are subject to the following additional conditions:

(a) The use of incorporation by reference and cross-referencing in Part II of this Form is limited to the following

items:

(1) Items 2-14 of Part II if following the Offering Circular format;

(2) Items 3-11 (other than Item 11(e)) of Form S-1 if following the Part I of Form S-1 format; or

(3) Items 3-26, 28, and 30 of Form S-11 if following the Part I of Form S-11 format.

SEC0486 (6-15)

Persons who are to respond to the collection of information contained in this form are not required to

respond unless the form displays a currently valid OMB control number.

Sec Form 1a Regulation A Offering Statement

Related Articles

Related forms

Related Categories