Form 1-A Disclosure Inconsistencies

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Form 1-A Disclosure Inconsistencies

Part I of Form 1-A, the offering statement used for securities offerings pursuant to Regulation A, requires disclosure of multiple items in Extensible Markup Language (XML) that are also required to be disclosed in Part II (offering circular) of Form 1-A, typically in HyperText Markup Language (HTML), such as the aggregate offering price and certain financial statement-related information.

In connection with a recent assessment of Forms 1-A and related amendments filed with the Commission in recent years, staff observed inconsistencies between the aggregate offering price, total assets, total liabilities, total stockholders' equity, total revenues, and net income reported in XML in Part I and the amount disclosed in HTML in Part II. Staff observed these inconsistencies in both Tier 1 offerings (offerings of up to $20 million in a 12-month period, including no more than $6 million on behalf of selling securityholders that are affiliates of the issuer) and Tier 2 offerings (offerings of up to $75 million in a 12-month period, including no more than $22.5 million on behalf of selling securityholders that are affiliates of the issuer).

Filers should carefully review their Form 1-A data to ensure accuracy and consistency. In particular, filers should ensure amounts and other information reported in XML in Part I of Form 1-A are consistent with what is disclosed in HTML in Part II of Form 1-A. Filers may consult Regulation A, and may review Staff Guidance on Regulation A at SEC.gov | Regulation A: Guidance for Issuers. For more data quality reminders, see Staff Observations and Guidance.

Last Reviewed or Updated: Dec. 19, 2025