Sec Form 1a Regulation A Offering Statement (Page 10 of 29) in pdf

CFR 239.18), except for the ﬁnancial statements, selected ﬁnancial data, and supplementary ﬁ nancial informa-

tion called for by those forms. An issuer choosing to follow the Form S-1 or Form S-11 format may follow

the requirements for smaller reporting companies if it meets the deﬁnition of that term in Rule 405 (17 CFR

230.405). An issuer may only use the Form S-11 format if the offering is eligible to be registered on that form;

The cover page of the offering circular must identify which disclosure format is being followed.

(2) The offering circular must describe any matters that would have triggered disqualiﬁcation under Rule

262(a)(3) or (a)(5) but for the provisions set forth in Rule 262(b)(1);

(3) The legend required by Rule 253(f) of Regulation A must be included on the offering circular cover

page (for issuers following the S-1 or S-11 disclosure models this legend must be included instead of the legend

required by Item 501(b)(7) of Regulation S-K);

(4) For preliminary offering circulars, the legend required by Rule 254(a) must be included on the offer-

ing circular cover page (for issuers following the S-1 or S-11 disclosure models, this legend must be included

instead of the legend required by Item 501(b)(10) of Regulation S-K); and

(5) For Tier 2 offerings where the securities will not be listed on a registered national securities ex-

change upon qualiﬁcation, the offering circular cover page must include the following legend highlighted by

prominent type or in another manner:

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is

more than 10% of the greater of your annual income or net worth. Different rules apply to

accredited investors and non-natural persons. Before making any representation that your invest-

ment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of

Regulation A. For general information on investing, we encourage you to refer to

(b) The Commission encourages the use of management’s projections of future economic performance that have

a reasonable basis and are presented in an appropriate format. See Rule 175, 17 CFR 230.175.

form except to the extent otherwise speciﬁcally provided. Such information may not, however, be set forth in

such a fashion as to obscure any of the required information or any information necessary to keep the required

information from being incomplete or misleading. Information requested to be presented in a speciﬁ ed tabular

format must be given in substantially the tabular format speciﬁed. For incorporation by reference, please refer

to General Instruction III of this Form.

OFFERING CIRCULAR

Item 1.

Cover Page of Offering Circular

The cover page of the offering circular must be limited to one page and must include the information speciﬁed

in this item.

(a) Name of the issuer.

Instruction to Item 1(a):

Sec Form 1a Regulation A Offering Statement Page 10