What is a Form 1-SA filing? Reg A semiannual
A Form 1-SA filing is the semiannual report that a Regulation A Tier 2 issuer files with the US Securities and Exchange Commission (SEC). It covers the first six months of the issuer's fiscal year and is due within 90 calendar days of the end of that period, under Rule 257(b)(3) of Regulation A. It is the one interim look inside a Regulation A company between annual reports. This guide explains what a Form 1-SA filing contains, when it is due, and how it fits the rest of the Regulation A reporting set. It is not investment advice.
Definition
A Form 1-SA filing
is the semiannual report a Regulation A Tier 2 issuer files with the SEC under Rule 257(b)(3), covering the first six months of its fiscal year. It carries unaudited interim financial statements and a management discussion, and is due within 90 calendar days of the period end. Source: SEC.
What does a Form 1-SA filing contain?
A Form 1-SA filing is deliberately short. Its two substantive parts are the interim financial statements, which are unaudited, and management's discussion and analysis of financial condition and results of operations. There are no risk factors, no business section rebuilt from scratch, and none of the certifications a fully reporting company's officers sign alongside each quarterly report. The form is still signed: the general instructions require the signatures of the issuer and of its principal executive, principal financial and principal accounting officers. The point of the form is to put a half-year of numbers and management's explanation of them on the public record.
The same form is also used for a special financial report under Rule 257(b)(2)(i)(B) of Regulation A. That version is required where the offering statement was qualified during the last six months of a fiscal year and did not already contain unaudited financial statements covering the first six months of that year. It is filed within 90 calendar days after the qualification date and need only carry the cover page and those semiannual financial statements. The equivalent gap in audited annual figures is filled by a special financial report on Form 1-K instead, under Rule 257(b)(2)(i)(A).
When is Form 1-SA due?
Within 90 calendar days after the end of the semiannual period covered by the report. A special financial report on this form runs off a different clock but the same length: 90 calendar days after the qualification date of the offering statement.
90 calendar days
Window to file a Form 1-SA semiannual report after the end of the period it covers
Source: SEC, Form 1-SA general instructions (Rule 257(b)(3) of Regulation A)
How does Form 1-SA fit the Regulation A reporting set?
A Tier 2 issuer has four ongoing filings, and the 1-SA is the interim one:
| Filing | What it is | Frequency |
|---|---|---|
| Form 1-K | Annual report with audited financials | Once a year |
| Form 1-SA | Semiannual report with unaudited interim financials | Once a year, covering the first six months |
| Form 1-U | Current report on a triggering event | As events occur |
| Form 1-Z | Exit report ending Regulation A reporting | Once, on exit |
Tier 1 issuers do not file this set. They report on the offering itself and file the Form 1-Z exit report, which is why a Tier 1 company can go quiet after its raise while a Tier 2 company keeps producing a paper trail.
Where to read a Form 1-SA
Every Form 1-SA sits on the SEC's EDGAR system and is free to read. Search the company name and look under its Regulation A filings, alongside the Form 1-A offering statement that started the reporting obligation. If you are new to the archive, how to search EDGAR covers the mechanics. For how the annual reports on either side of this line compare, see Form 1-K vs 10-K.
A Form 1-SA filing is a half-year checkpoint, not a quarterly one, so a Regulation A Tier 2 issuer publishes fewer interim numbers than a company filing 10-Qs. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Form 1-SA filing?
A Form 1-SA is the semiannual report a Regulation A Tier 2 issuer files with the SEC under Rule 257(b)(3). It covers the first six months of the issuer's fiscal year and carries interim financial statements plus a management discussion. Source: SEC, Form 1-SA general instructions.
When is Form 1-SA due?
A semiannual report on Form 1-SA is due within 90 calendar days after the end of the semiannual period it covers. A special financial report filed on this form is due within 90 calendar days after the qualification date of the offering statement. Source: SEC, Form 1-SA general instructions.
Are Form 1-SA financial statements audited?
No. The interim financial statements in a Form 1-SA are unaudited. The audited figures for a Regulation A Tier 2 issuer appear once a year in its annual report on Form 1-K, which carries audited statements for the two most recent fiscal years. Source: SEC.
Do Tier 1 Regulation A issuers file a Form 1-SA?
No. The ongoing reporting set of Form 1-K, Form 1-SA and Form 1-U applies to Tier 2 issuers. A Tier 1 issuer reports on the offering itself and files an exit report on Form 1-Z rather than these periodic reports. Source: SEC, Rule 257.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.