Form 1-A/A Filings

What Is SEC Form 1-A/A?

SEC Form 1-A/A is an amendment to an offering statement filed on Form 1-A under Regulation A. It is used by issuers to update, correct, or supplement disclosures contained in an existing Form 1-A offering statement before qualification, including revisions to the offering circular, exhibits, financial information, or other required disclosures.

Form 1-A/A is commonly filed during the SEC review process when an issuer responds to staff comments, corrects deficiencies, or updates information that has changed since the original submission. Multiple amendments may be filed as the issuer and SEC staff work through the qualification process.

Form 1-A/A supports transparency by keeping the public offering record current on the SEC’s EDGAR system. Once the offering statement has been qualified, subsequent material changes are generally addressed through the applicable post-qualification amendment procedures rather than through the pre-qualification Form 1-A/A process.

Key elements typically found in SEC Form 1-A/A include:

• Name of the issuer and identifying information for the offering statement
• Amendment number and related filing information
• Updated offering circular disclosures, as applicable
• Revised financial statements or interim financial information, where required
• Updated risk factors, offering terms, or business information
• Revised or additional exhibits, including material agreements or legal opinions
• Signatures and required certifications, as applicable

Researchers can review recent SEC filings to identify newly submitted Form 1-A/A amendments and compare them with the issuer’s earlier Regulation A disclosures.

SEC Form 1-A/A Filing Deadlines

SEC Form 1-A/A does not have a single fixed calendar deadline. Amendments are filed as needed during the pre-qualification process when the issuer must respond to SEC comments, correct information, update financial statements, or otherwise revise the offering statement.

After qualification, issuers may become subject to additional Regulation A filing requirements. For example, Tier 2 issuers generally use Form 1-K for annual reporting, which serves a different purpose from a pre-qualification Form 1-A/A amendment.

Key Things to Know About Form 1-A/A Filing Rules

• Amendment to an Existing Form 1-A: Form 1-A/A is used to revise an offering statement that has already been submitted but has not yet completed the qualification process.
• Common During SEC Review: Issuers frequently file amendments in response to SEC staff comments or requests for revised and expanded disclosure.
• Disclosure Must Remain Current: Material changes to offering terms, financial information, business operations, risk factors, or other disclosures may require amendment before qualification.
• Multiple Amendments Are Common: An issuer may file several Form 1-A/A submissions before the offering statement is ready for qualification.
• Different From Post-Qualification Amendments: Once the offering statement has been qualified, material changes are generally handled through the applicable post-qualification filing process, including Form 1-A POS where appropriate.
• Part of the Regulation A Lifecycle: Form 1-A/A fits between the initial offering statement and qualification, while later filings address post-qualification amendments and ongoing reporting.

Analysts following these transactions can review Regulation A offerings to connect Form 1-A/A amendments with the original offering statement, qualification process, and subsequent issuer disclosures.