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A Regulation A Tier 2 offering does not end when the securities are sold. Tier 2 issuers enter an ongoing SEC reporting cycle built around an annual report, a semiannual report, and current reports for specified events.
The cycle is lighter than full Exchange Act reporting, but it still carries fixed deadlines, audited annual financial statements, and a requirement to remain current for future Regulation A offerings. This page is an educational overview, not legal advice.
The reporting cycle uses one annual form, one semiannual form, and an event-driven current report. Each deadline runs on Eastern Time.
| Form | What it reports | Deadline |
|---|---|---|
| 1-K | Annual business update and audited financial statements | 120 calendar days after fiscal year end |
| 1-SA | Semiannual update with interim financial statements | 90 calendar days after the six-month period end |
| 1-U | Specified current events between periodic reports | 4 business days after the triggering event |
Weekend and SEC holiday due dates roll as applicable. All deadlines ET.
For an issuer reporting only under Regulation A, the ongoing cycle is less frequent and carries fewer companion obligations than the reporting system for a company registered under Section 12 of the Exchange Act.
| Requirement | Regulation A Tier 2 only | Exchange Act reporting |
|---|---|---|
| Periodic cadence | 1-K annually and 1-SA semiannually | 10-K annually and 10-Q quarterly |
| Current events | 1-U for specified events | 8-K for specified events |
| Annual financial statements | Audited | Audited |
| Proxy rules | Not part of the Regulation A-only cycle | Proxy rules apply to Section 12 issuers |
| Section 16 insiders | Not part of the Regulation A-only cycle | Forms 3, 4, and 5 apply to covered insiders |
An issuer can become subject to Exchange Act reporting separately. Confirm the company's registration basis and obligations with securities counsel.
A missed 1-SA or 1-K leaves the issuer delinquent in its ongoing reporting. That gap remains visible on EDGAR and can make the next financing harder to diligence.
Eligibility to conduct a future Regulation A offering is conditioned on being current in required ongoing reports. An issuer planning another offering should identify missing reports early and work with securities counsel on the path back to current status.
A Regulation A issuer may later register a class under the Exchange Act because it is pursuing a national exchange listing, has reached a registration threshold, or chooses the fuller reporting framework.
Scored against comparative anchors extracted from the filed HTML; Regulation A filings carry no XBRL. The gate requires 45 / 45 on statement mechanics for every fixture, on every commit. Real-model narrative runs: 83.8 to 87.5 / 90 (5 runs, claude-fable-5). Ark7 Properties LLC, Worthy Property Bonds, Inc., Innovega Inc., and 2 more. These companies are not customers; their filings are public records.
See all the evidence on the proof pageForm 1-K annually, Form 1-SA after the first six months of the fiscal year, and Form 1-U after specified current events.
Form 1-K is due 120 calendar days after fiscal year end, Form 1-SA is due 90 calendar days after the six-month period end, and Form 1-U is due 4 business days after a triggering event. All deadlines ET.
Not under the Regulation A-only cycle. Tier 2 uses a semiannual Form 1-SA instead of quarterly Form 10-Q reports. A company that separately becomes an Exchange Act reporting company follows the applicable Exchange Act cycle.
Yes. Form 1-K includes audited annual financial statements. Form 1-SA may use unaudited interim financial statements.
Yes. Eligibility for a future Regulation A offering is conditioned on being current in required ongoing reports. Confirm how to cure a delinquency with securities counsel.
Form 8-A provides a short-form registration path often used for an exchange listing. Form 10 is a comprehensive registration statement under Section 12(b) or 12(g). Which path applies is a legal determination.
The primary sources behind this page, on the SEC's own site.
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