Form 1-A Filings

What is the Form 1-A?

Form 1-A is the official SEC filing that enables companies to conduct public offerings under Regulation A without going through a full IPO registration.  It’s typically used by startups and small- to mid-sized businesses looking to raise up to $75 million. Filed pursuant to the Securities Act of 1933, Form 1-A provides a streamlined disclosure framework that enables issuers to access public investment while maintaining reduced reporting and compliance obligations compared to traditional registered offerings. Because of this structure, offerings conducted using Form 1-A are often described as a “mini IPO.”

What’s Included in Form 1-A?

Form 1-A includes disclosures designed to give potential investors transparency around the business, its financial condition, and how the raised funds will be used. The level of disclosure depends on whether the company files under Tier 1 (up to $20M) or Tier 2 (up to $75M).

Core components of Form 1-A include:

• Offering circular outlining the terms of the offering
• Audited (Tier 2) or unaudited (Tier 1) financial statements
• Business description and operational background
• Use of proceeds
• Key risk factors
• Ownership and share structure

SEC Form 1-A Filing Tiers and Limits

Companies using Form 1-A can raise capital under two tiers, each with its own limits and regulatory requirements. Here\'s a quick breakdown:

Key Things to Know About 1-A Filing Rules

• Exempt but regulated: Form 1-A filings are exempt from full SEC registration, but still involve detailed public disclosure
• Ideal for growth-stage companies: Often used by startups that aren’t yet IPO-ready
• Two-tier structure: Tier 1 for smaller offerings, Tier 2 for more complex capital raises
• No broker-dealer required (optional): Issuers can directly advertise to the public under Reg A rules

To track Regulation A offering statements and amendments, our  SEC Forms Index helps users to monitor filings such as Form 1-A, Form 1-A POS, Form 1-A/A, and Form 1-K. This approach keeps you informed about small company capital raising activity, offering updates and ongoing disclosure compliance throughout the Regulation A reporting lifecycle.