Sec Form 1a Regulation A Offering Statement (Page 13 of 29) in pdf

detailed information in the offering circular.

(b) Immediately following the Table of Contents required by Item 2 or the Summary, there must be set forth

under an appropriate caption, a carefully organized series of short, concise paragraphs, summarizing the most

signiﬁcant factors that make the offering speculative or substantially risky. Issuers should avoid generalized

statements and include only factors that are speciﬁc to the issuer.

Item 4.

Dilution

Where there is a material disparity between the public offering price and the effective cash cost to ofﬁ cers, di-

rectors, promoters and afﬁliated persons for shares acquired by them in a transaction during the past year, or that

they have a right to acquire, there must be included a comparison of the public contribution under the proposed

public offering and the average effective cash contribution of such persons.

Item 5.

Plan of Distribution and Selling Securityholders

(a) If the securities are to be offered through underwriters, give the names of the principal underwriters, and

state the respective amounts underwritten. Identify each such underwriter having a material relationship to the

issuer and state the nature of the relationship. State brieﬂy the nature of the underwriters’ obligation to take the

securities.

Instructions to Item 5(a):

1. All that is required as to the nature of the underwriters' obligation is whether the underwriters are or

will be committed to take and to pay for all of the securities if any are taken, or whether it is merely an agency

or the type of best efforts arrangement under which the underwriters are required to take and to pay for only

such securities as they may sell to the public. Conditions precedent to the underwriters' taking the securities,

including market outs, need not be described except in the case of an agency or best efforts arrangement.

2. It is not necessary to disclose each member of a selling group. Disclosure may be limited to those

underwriters who are in privity of contract with the issuer with respect to the offering.

(b) State brieﬂy the discounts and commissions to be allowed or paid to dealers, including all cash, securities,

contracts or other consideration to be received by any dealer in connection with the sale of the securities.

efforts of brokers or dealers or otherwise than through underwriters.

(d) If any of the securities are to be offered for the account of securityholders, identify each selling securityhold-

er, state the amount owned by the securityholder prior to the offering, the amount offered for his or her account

and the amount to be owned after the offering. Provide such disclosure in a tabular format. At the bottom of

the table, provide the total number of securities being offered for the account of all securityholders and describe

what percent of the pre-offering outstanding securities of such class the offering represents.

Instruction to Item 5(d):

The term “securityholder” in this paragraph refers to beneﬁcial holders, not nominee holders or other

such holders of record. If the selling securityholder is an entity, disclosure of the persons who have sole or

shared voting or investment power must be included.

Sec Form 1a Regulation A Offering Statement Page 13