Form 1-A | Practical Law

Form 1-A | Practical Law

Form 1-A

Form 1-A

Practical Law Glossary Item 7-554-3890 (Approx. 3 pages)

Glossary

Form 1-A

The SEC form that must be used in securities offerings relying on Regulation A under the Securities Act. The full text of Form 1-A is available on the SEC's website.
To offer securities under Regulation A, an issuer must file an offering statement with the SEC on Form 1-A, including an offering circular for distribution to investors and all required exhibits. Form 1-A filings are subject to SEC review and comment, and the issuer often amends its Form 1-A in response to SEC comments during the review process. Before sales under Regulation A can be made, this filing and review process must culminate in the "qualification" of the offering statement. This is similar to a registration statement for a registered offering becoming effective. Although the securities fraud liability provisions of the Securities Act generally do not apply to unregistered offerings (they apply to registration statements or prospectuses used in SEC-registered offerings), inadequate disclosure in a Form 1-A may result in liability under Section 12(a)(2) of the Securities Act.
For more information on Regulation A, as amended, see Practice Note, Regulation "A+" Offerings Under Amended Regulation A.