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Form 1-Z
Practical Law Glossary Item 5-616-6911 (Approx. 3 pages)
Glossary
Form 1-Z
An SEC form filed by issuers that have qualified an offering under Regulation A under the Securities Act. The full text of Form 1-Z is available on the SEC's website.
A Tier 1 Regulation A issuer must file an exit report on Form 1-Z no later than 30 calendar days after the termination or completion of its Regulation A offering. In these circumstances, the exit report must provide information about the offering, including:
- The number of securities sold.
- The names of underwriters and other service providers involved and the fees they received.
- Net proceeds to the issuer.
A Tier 2 Regulation A issuer may, if it satisfies certain conditions, file Form 1-Z to suspend its duty to file ongoing reports under Regulation A. In these circumstances, the exit report on Form 1-Z must include:
- Disclosure of the approximate number of holders of record of each class of securities the issuer has offered in Tier 2 offerings.
- A certification that the issuer has met all of the conditions for terminating its ongoing reporting obligations under Regulation A.
- If it has not previously been provided, information about a previous Regulation A offering that would be required in a Tier 1 exit report on Form 1-Z.
For more information on Regulation A, including a discussion of when a Tier 2 Regulation A issuer may suspend its duty to file ongoing reports under Regulation A, see Practice Note, Regulation "A+" Offerings Under Amended Regulation A.