Form 1-A-W Filings

What Is SEC Form 1-A-W?

Form 1-A-W is the SEC submission type used by an issuer to request withdrawal of a Regulation A offering statement under Rule 259. Companies may use it when they decide not to proceed with an offering conducted under Regulation A, provided that none of the securities covered by the offering statement have been sold and the offering statement is not subject to a proceeding under Rule 258. Withdrawal requires the SEC’s consent.

Form 1-A-W does not erase the original offering statement from the SEC’s records. Both the withdrawn documents and the withdrawal request remain part of the Commission’s files. The withdrawal request must also state the reason for withdrawal and be signed by an authorized representative of the issuer.

Issuers considering withdrawal can review the original Form 1-A and any amendments to understand the complete filing history leading up to the Form 1-A-W request.

What’s Included in Form 1-A-W?

Form 1-A-W is generally much shorter than the underlying offering statement because its purpose is to request withdrawal rather than provide a new set of offering disclosures.

Typical information includes:

• Name of the issuer
• File number of the Form 1-A offering statement
• Identification of the offering statement and related amendments
• Reason the issuer is requesting withdrawal
• Confirmation that no securities covered by the offering statement have been sold
• Request for Commission consent to the withdrawal
• Signature of an authorized representative

If the issuer previously revised its offering statement through Form 1-A/A, those amendments generally remain part of the historical filing record even after withdrawal.

SEC Form 1-A-W Filing Timing

Form 1-A-W does not have a fixed calendar deadline. An issuer generally submits the withdrawal request when it decides not to proceed with the Regulation A offering and satisfies the conditions of Rule 259.

Importantly, Form 1-A-W is not limited exclusively to the period before qualification. SEC filing records include Form 1-A-W requests for previously qualified Regulation A offering statements where the issuer represented that no securities had been sold.

Form 1-Z serves a different Regulation A exit-reporting function and should not be treated as an automatic replacement for Form 1-A-W simply because an offering statement has already been qualified.

Key Things to Know About 1-A-W Filing Rules

• Withdrawal Is Governed by Rule 259: The issuer must satisfy the applicable withdrawal conditions, including that none of the securities covered by the offering statement have been sold.
• Commission Consent Is Required: Form 1-A-W is a request for withdrawal rather than an automatically effective cancellation of the offering statement.
• Not Strictly Pre-Qualification: A withdrawal request may also arise after qualification when the Rule 259 requirements are satisfied.
• Reason for Withdrawal Must Be Provided: The filing should state why the issuer is seeking to withdraw the offering statement.
• The Filing History Remains Public: Withdrawal does not remove the original offering statement or related documents from the SEC record.
• Different From Form 1-Z: Form 1-Z relates to termination or completion reporting under Regulation A and performs a different regulatory function.

Investors and compliance teams can use Free SEC Filing Alerts to monitor newly submitted Form 1-A-W filings and identify Regulation A issuers that have decided not to proceed with an offering.

Researchers can also follow Regulation A offerings to connect withdrawal filings with the issuer’s original offering statement, amendments, qualification history, and other Regulation A activity.