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Regulation A Tier 2 ongoing reporting
After a Tier 2 offering, the issuer enters an ongoing SEC reporting cycle on fixed deadlines.
- Who reports
- Regulation A Tier 2 issuers
- Form 1-K
- Annual, 120 days after fiscal year end
- Form 1-SA
- Semiannual, 90 days after six months
- Form 1-U
- 4 business days after the trigger
- Future offerings
- Require being current
The three ongoing reports
- Form 1-KUpdates business, ownership and other required disclosures, with audited annual financial statements.
- Form 1-SACovers the first six months of the fiscal year; unaudited interim financial statements are permitted.
- Form 1-USpecified events such as fundamental changes, bankruptcy, changes in control, key officer departures, accountant changes and certain unregistered sales. Weekend and SEC holiday due dates roll as applicable. All deadlines ET.
Compared with Exchange Act reporting
- Cadence1-K annually and 1-SA semiannually, against 10-K annually and 10-Q quarterly; 1-U for specified events, against 8-K.
- AuditAnnual financial statements are audited under both.
- Companion rulesThe proxy rules and Section 16 are not part of the Regulation A-only cycle; they apply to Section 12 issuers. An issuer can become subject to Exchange Act reporting separately; confirm with counsel.
Falling behind, and graduating
- 01A report is missed
- 02Cure with counsel
- 03Register under the Exchange Act
- 0410-K, 10-Q and 8-K cycle
- DelinquencyA missed 1-K or 1-SA leaves the issuer delinquent on EDGAR, and future Regulation A offerings require being current.
- GraduatingForm 8-A with an exchange listing, or Form 10 under 12(b) or 12(g), starts Exchange Act reporting, and possibly the proxy and Section 16 rules.
- Free scan onlyThe free compliance scan grades a Regulation A issuer against its 1-K and 1-SA windows in ET; Regulation A onboarding is not open.
Frequently asked questions
What ongoing reports does a Regulation A Tier 2 issuer file?
Form 1-K annually, Form 1-SA after the first six months of the fiscal year, and Form 1-U after specified current events.
When are Regulation A ongoing reports due?
Form 1-K 120 calendar days after fiscal year end, Form 1-SA 90 calendar days after the six-month period end, and Form 1-U 4 business days after a triggering event. All deadlines ET.
Does a Regulation A Tier 2 issuer file quarterly reports?
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 that cycle.
Does Form 1-K require audited financial statements?
Yes. Form 1-SA may use unaudited interim financial statements.
How does a Regulation A issuer become an Exchange Act reporter?
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.
Official sources
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