Form 1-SA Filings

What Is SEC Form 1-SA?

Form 1-SA is a semiannual disclosure report required for Tier 2 issuers under Regulation A. Filed pursuant to the Securities Act of 1933, it provides interim financial information and management discussion covering the first six months of the issuer’s fiscal year. Tier 2 issuers generally file Form 1-SA within 90 calendar days after the end of those six months.

By filing Form 1-SA through EDGAR, Tier 2 issuers provide investors with an interim update between annual reports. Unlike the annual Form 1-K, Form 1-SA generally contains unaudited interim financial statements and an MD&A focused on the semiannual reporting period.

What’s Included in Form 1-SA?

Form 1-SA has a defined disclosure structure covering management discussion, interim financial statements, certain other information, and exhibits. Its financial statements may be condensed and unaudited and are not required to be reviewed by an independent public accountant.

Typical components include:

• Management’s discussion and analysis of financial condition and results of operations
• Interim balance sheet
• Interim statements of comprehensive income
• Interim statements of cash flows
• Changes in stockholders’ equity
• Other information that was required to be reported on Form 1-U during the period but was not previously reported
• Required exhibits and an exhibits index

Certain significant events that arise during the reporting period may also be disclosed separately on Form 1-U. Form 1-SA specifically requires disclosure of Form 1-U information arising during the semiannual period if that information was not otherwise reported.

 SEC Form 1-SA Filing Deadlines

Form 1-SA has specific timing requirements for Tier 2 Regulation A issuers. In addition to the regular semiannual report, Form 1-SA may also be used for certain special financial reports required after qualification of an offering statement.

Newly submitted semiannual reports can also be followed through recent SEC filings, allowing analysts to identify Regulation A issuers providing updated interim financial information.

Key Things to Know About Form 1-SA Filing Rules

• Required for Tier 2 Issuers: Form 1-SA is part of the ongoing reporting framework for Tier 2 Regulation A issuers; Tier 1 issuers generally are not subject to this semiannual reporting requirement.
• 90-Calendar-Day Deadline: The regular semiannual report must generally be filed within 90 calendar days after the end of the first six months of the issuer’s fiscal year.
• Financial Statements May Be Unaudited: Form 1-SA financial statements may be condensed and unaudited and are not required to undergo an independent accountant review.
• MD&A Is Required: The form requires management discussion and analysis covering the interim period presented in the financial statements.
• Not a General Risk-Factor Update Form: Risk factors and legal developments are not standalone required Form 1-SA items. Relevant developments may instead appear through MD&A, financial statement disclosure, Item 2 “Other Information,” or a separate Form 1-U, depending on the circumstances.
• Filed Electronically Through EDGAR: Form 1-SA is submitted electronically as part of the issuer’s continuing Regulation A reporting record.

The semiannual report can also be reviewed alongside the issuer’s original Form 1-A to compare interim performance with the financial and business information provided when the Regulation A offering was initially qualified.

Analysts can follow Regulation A offerings to connect Form 1-SA reports with annual reports, current reports, offering amendments, and the issuer’s broader capital-raising history.