Form 1-A-W Filings

What is the Form 1-A-W?

Form 1-A-W is the official SEC filing used to voluntarily withdraw a Regulation A offering before it is qualified.  Companies file this when they choose not to move forward with a mini-IPO under Regulation A. It clears the offering from the SEC’s records without affecting the issuer’s ability to file again in the future. No approval is required for the withdrawal, and no penalties apply if done before qualification.

What’s Included in Form 1-A-W?

This form is concise and straightforward. It does not require exhibits or financial disclosures. Instead, it briefly confirms that the issuer is formally withdrawing its Form 1-A filing and no securities will be sold under that statement.

Typical reasons for filing include:

• Change in strategic direction or funding plans
• Unfavorable economic or capital market conditions
• Internal business decisions, mergers, or restructuring
• Compliance concerns or shifting regulatory risk
• Incomplete investor commitments or delayed timelines
  

SEC Form 1-A-W Filing Timing

This form may be submitted at any time before the SEC qualifies the Regulation A offering. Once the SEC has qualified the original Form 1-A, a different process must be followed for closure (e.g., Form 1-Z).

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

• Pre-qualification only: This form can only be filed before the SEC qualifies the offering
• No penalties or compliance impact: Issuers can withdraw without any future restrictions
• Short and straightforward: No financials, exhibits, or detailed disclosures required
• An alternative exists for exits post-qualification: After qualification, issuers must use Form 1-Z to formally conclude an offering

To track Regulation A offering withdrawals under the Securities Act, our platform Free SEC Filing Alerts will help you monitor filings such as Form 1‑A‑W, Form 1‑A, Form 1‑A/A, and Form 1‑A POS, keeping you informed about small company capital raising decisions and compliance updates.