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Form 1-U
Practical Law Glossary Item 3-616-6988 (Approx. 3 pages)
Glossary
Form 1-U
An SEC form that must be filed by issuers that have completed a Tier 2 offering under Regulation A under the Securities Act when certain events that are listed in the form occur. The full text of Form 1-U is available on the SEC's website.
Events that must be reported on Form 1-U include:
- Entry into a material definitive agreement that has resulted in, or is reasonably expected to result in, a fundamental change to the nature of issuer's business or its plan of operations.
- Bankruptcy or receivership of the issuer.
- Material modifications to the rights of holders of the issuer's securities issued under Regulation A.
- Changes in the issuer's auditors.
- The issuer's board or other body concluding that the issuer's previously-issued financial statements required to be provided under Regulation A should no longer be relied on due to an error.
- Changes in control of the issuer.
- Departure of certain officers of the issuer.
- Certain unregistered sales of the issuer's equity securities.
An issuer may also voluntarily disclose any other events or information that it believes are important to its securityholders.
Generally, Form 1-U must be filed within four business days after a specified event occurs.
For more information on Regulation A, see Practice Note, Regulation "A+" Offerings Under Amended Regulation A.