Form 1-K/A Filings

What Is SEC Form 1-K/A?

SEC Form 1-K/A is an amendment to Form 1-K, the annual report required for Tier 2 Regulation A issuers that remain subject to ongoing reporting obligations. It is used to revise, correct, or supplement information contained in a previously filed Form 1-K so that the issuer’s annual disclosure record remains accurate and complete.

This form is typically filed when an issuer identifies an error, omission, or other information in its annual report that requires correction or supplementation. Amendments may involve financial statements, management discussion, business information, exhibits, or other required disclosures. A newly occurring reportable event, however, may instead require a separate current report on Form 1-U rather than an amendment to historical Form 1-K disclosure.

Form 1-K/A does not replace the underlying annual reporting obligation or create a new annual reporting period. Instead, it amends the previously submitted report. Issuers preparing an amendment should review the applicable annual-report requirements and the SEC’s Form 1-K instructions when determining which information must be corrected or supplemented.

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

• Identification of the original Form 1-K being amended
• Identification of the items or disclosures being revised
• Explanation of corrections or supplemental information
• Restated or updated financial statements, where applicable
• Revised business, management, or financial disclosure
• Updated exhibits or attachments, where applicable
• Authorized signature and amendment filing information

SEC Form 1-K/A Filing Deadlines

Form 1-K/A does not have a separate recurring calendar deadline. It is filed as needed when an issuer determines that information in a previously submitted annual report requires amendment. The underlying Form 1-K generally remains due within 120 calendar days after the end of the issuer’s fiscal year.

Analysts reviewing an amendment should generally compare Form 1-K/A with the original annual report to determine exactly which financial, operational, or narrative disclosures changed.

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

• Amends a Previously Filed Annual Report: Form 1-K/A is used to revise or supplement an existing Form 1-K rather than create a new annual reporting period.
• Filed as Needed: Unlike the original annual report, Form 1-K/A does not have its own recurring 120-day deadline; it is submitted when an amendment of prior disclosure becomes necessary.
• Can Address Financial or Narrative Disclosure: Amendments may involve financial statements, management discussion, business information, exhibits, or other information contained in the original report.
• Not Every New Development Requires an Amendment: A subsequent event may instead trigger another Regulation A filing, such as Form 1-U, depending on the nature of the information.
• Does Not Replace the Annual Filing Requirement: Form 1-K/A supplements the original Form 1-K and does not reset or eliminate future annual reporting obligations.
• Original and Amended Reports Remain Available: Both submissions become part of the issuer’s EDGAR filing history, allowing investors to compare the original disclosure with the amendment.

Researchers can follow Regulation A offerings to connect Form 1-K/A amendments with the issuer’s original offering statement, annual reports, current reports, and broader Regulation A reporting history.