Sample Letter Sent to Certain Issuers Who Failed to File Annual Reports Required by Regulation A

May 10, 2017

In May 2017, the Division of Corporation Finance sent the following letter to certain Regulation A issuers.

May 2017

Dear Issuer:

We note that you previously qualified an offering statement for a Tier 2 offering pursuant to Regulation A. We wanted to take this opportunity to remind you that Regulation A requires you to file the periodic and current reports specified in Rule 257 of Regulation A, which includes, but is not limited to, an annual report on Form 1-K due within 120 calendar days after the end of the fiscal year covered by the report. It appears that you have not filed one or more required reports. You should be aware that the Regulation A exemption is not available for sales in a Tier 2 offering if, at the time of such sales, an issuer is not current in its annual and semi-annual reporting obligations specified in Rule 257.

Please contact the Office of Small Business Policy at (202) 551-3460 with any questions.


Division of Corporation Finance

Last Reviewed or Updated: June 28, 2024