Preparation of Report.
Regulation A contains certain general requirements which are applicable to reports on any form, including amendments to reports. These general requirements should be carefully read and observed in the preparation and filing of reports on this Form.
This Form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report. Nevertheless, the report shall contain the number and caption of each applicable item, but the text of such item may be omitted. All items that are not
required to be answered in a particular report may be omitted and no reference thereto need be made in the report. All instructions should also be omitted.
In addition to the information expressly required to be included in this Form, there shall be added such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
Signature and Filing of Report.
The report must be filed with the Commission in electronic format by means of the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232).
The report must be signed by an officer duly authorized to sign on behalf of the issuer. The report must be signed using a typed signature. The signatory to the filing must also manually sign a signature page or other document authenticating, acknowledging or otherwise adopting his or her signature that appears in the filing. Such document must be executed before or at the time the filing is made and must be retained by the issuer for a period of five years. Upon request, the issuer must furnish to the Commission or its staff a copy of any or all documents retained pursuant to this paragraph.
Incorporation by Reference and Cross-Referencing.
An issuer may incorporate by reference to other documents previously submitted or filed on EDGAR. Cross-referencing within the report is also encouraged to avoid repetition of information. For example, you may respond to an item of this Form by providing a cross-reference to the location of the information in another item, instead of repeating such information. Descriptions of where the information incorporated by reference or cross-referenced can be found must be specific and must clearly identify the relevant document and portion thereof where such information can be found. For exhibits incorporated by reference, this description must be noted in the exhibits index for each relevant exhibit. All such descriptions of where information incorporated by reference can be found must be accompanied by a separate hyperlink to the incorporated document on EDGAR. A hyperlink need not remain active after the filing of the report, except that amendments to the report must update any hyperlinks referred to in the amendment that are inactive.
Reference may not be made to any document if the portion of such document containing the pertinent information includes an incorporation by reference to another document. Incorporation by reference to documents not available on EDGAR is not permitted. Information shall not be incorporated by reference or cross-referenced in any case where such incorporation would render the statement or report incomplete, unclear, or confusing. Incorporating information into any financial statements from elsewhere is not permitted.
If any substantive modification has occurred in the text of any document incorporated by reference since such document was filed, the issuer must file with the reference a statement containing the text and date of such modification.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Fundamental Changes
If the issuer has entered into or terminated a material definitive agreement that has resulted in or would reasonably be expected to result in a fundamental change to the nature of its business or plan of operations, disclose the following information to the extent applicable:
the date on which the agreement was entered into, amended, or terminated, the identity of the parties to the agreement or amendment, and a brief description of any material relationship between the issuer or its affiliates and any of the parties (other than the relationship created by the material definitive agreement or amendment);
a brief description of the material terms and conditions of the agreement;
a brief description of the material circumstances surrounding the termination; and
any material early termination penalties incurred by the issuer due to a termination.
For purposes of this item, a material definitive agreement means an agreement that provides for obligations that are material to and enforceable against the issuer, or rights that are material to the issuer and enforceable by the issuer against one or more other parties to the agreement, in each case whether or not subject to conditions.
File any material definitive agreement disclosed pursuant to this item as an exhibit to the report on this Form.
Instructions to Item 1:
A material definitive agreement that is not made in the ordinary course of business is not necessarily required to be disclosed under this item if it does not result in, and would not reasonably be expected to result in, a fundamental change to the nature of the issuer’s business or plan of operations.
Without limiting the generality of the foregoing and solely for the purposes of this Item 1, a material definitive agreement is deemed to result in a fundamental change if it involves any of the following:
An acquisition transaction for which the purchase price, as defined by
U.S. GAAP or IFRS, exceeds fifty-percent of the total consolidated assets of the issuer as of the end of the most recently completed fiscal year. If the acquirer transferred assets to the acquiree than the carrying value of those assets should be excluded from the purchase price;
A merger, consolidation, acquisition or similar transaction that requires approval by the issuer’s securityholders; or
Any contract upon which the issuer’s business is substantially dependent, as in the case of continuing contracts to sell the major part of the issuer’s products or services or to purchase the major part of the issuer’s requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which the issuer’s business is substantially dependent.
An issuer must provide disclosure under this item if the issuer succeeds as a party to the agreement or amendment to the agreement by assumption or assignment (other than in connection with a merger or acquisition or similar transaction that is otherwise reported pursuant to this item).
No disclosure under this item is required regarding the termination of a material definitive agreement if:
The agreement terminated on its stated termination date, or as a result of all parties completing their obligations under such agreement.
Only negotiations or discussions regarding termination of a material definitive agreement are being conducted and the agreement has not been terminated.
The issuer believes in good faith that the material definitive agreement has not been terminated, unless the issuer has received a notice of termination pursuant to the terms of agreement.
Item 2. Bankruptcy or Receivership
If a receiver, fiscal agent or similar officer has been appointed for an issuer or its parent, in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state, federal, or Canadian laws, in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the issuer or its parent, or if such jurisdiction has been assumed by leaving the existing directors and officers in possession but subject to the supervision and orders of a court or governmental authority, disclose the following information:
the name or other identification of the proceeding;
the identity of the court or governmental authority;
the date that jurisdiction was assumed; and
the identity of the receiver, fiscal agent or similar officer and the date of his or her appointment.
If an order confirming a plan of reorganization, arrangement or liquidation has been entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the issuer or its parent, disclose the following:
the identity of the court or governmental authority;
the date that the order confirming the plan was entered by the court or governmental authority;
a summary of the material features of the plan;
the number of shares or other units of the issuer or its parent issued and outstanding, the number reserved for future issuance in respect of claims and interests filed and allowed under the plan, and the aggregate total of such numbers; and
information as to the assets and liabilities of the issuer or its parent as of the date that the order confirming the plan was entered, or a date as close thereto as practicable.
Instruction to Item 2:
The information called for in paragraph (b)(5) of this item may be presented in the form in which it was furnished to the court or governmental authority.
Item 3. Material Modification to Rights of Securityholders
If the constituent instruments defining the rights of the holders of any class of securities of the issuer that were issued pursuant to Regulation A have been materially modified, disclose the date of the modification, the title of the class of securities involved and briefly describe the general effect of such modification upon the rights of holders of such securities.
If the rights or benefits evidenced by any class of securities issued pursuant to Regulation A have been materially limited or qualified by the issuance or modification of any other class of securities by the issuer, briefly disclose the date of the issuance or modification, the general effect of the issuance or modification of such other class of
securities upon the rights or benefits of the holders of the securities issued pursuant to Regulation A.
Instruction to Item 3:
Working capital restrictions and other limitations upon the payment of dividends must be reported pursuant to this item.
Item 4. Changes in Issuer’s Certifying Accountant
If an independent accountant who was previously engaged as the principal accountant to audit the issuer’s financial statements, or an independent accountant upon whom the principal accountant expressed reliance in its report regarding a significant subsidiary, resigns (or indicates that it declines to stand for re-appointment after completion of the current audit) or is dismissed, disclose the information that would be required under
Item 304(a)(1) of Regulation S-K (17 CFR 229.304(a)(1)), including compliance with Item 304(a)(3) of Regulation S-K (17 CFR 229.304(a)(3)) if the issuer were a “registrant.”
If a new independent accountant has been engaged as either the principal accountant to audit the issuer’s financial statements or as an independent accountant on whom the principal accountant is expected to express reliance in its report regarding a significant subsidiary, the issuer must disclose the information that would be required by
Item 304(a)(2) of Regulation S-K (17 CFR 229.304(a)(2)) if the issuer were a “registrant.”
Instructions to Item 4:
Information under this Item 4 is only required if the issuer’s most recent qualified offering statement on Form 1-A or report on Form 1-K, whichever is most recent, contains audited financial statements.
The resignation or dismissal of an independent accountant, or its refusal to stand for re-appointment, is a reportable event separate from the engagement of a new independent accountant. On some occasions, two reports on Form 1-U are required for a single change in accountants, the first on the resignation (or refusal to stand for re-appointment) or dismissal of the former accountant and the second when the new accountant is engaged. Information required in the second Form 1-U filing in such situations need not be provided to the extent that it has been reported previously in the first Form 1-U filing.
Item 5. Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
If the issuer’s board of directors, a committee of the board of directors or the officer or officers of the issuer authorized to take such action if board action is not required,
concludes that any previously issued financial statements, covering one or more years or interim periods for which the issuer is required to provide financial statements under Regulation A, including Form 1-A, should no longer be relied upon because of an error in such financial statements as addressed in FASB Accounting Standards Codification Topic 250 or IAS 8, as may be modified, supplemented or succeeded, disclose the following information:
the date of the conclusion regarding the non-reliance and an identification of the financial statements and years or periods covered that should no longer be relied upon;
a brief description of the facts underlying the conclusion to the extent known to the issuer at the time of filing;
and
a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the issuer’s independent accountant the matters disclosed in the filing pursuant to this paragraph (a).
If the issuer is advised by, or receives notice from, its independent accountant that disclosure should be made or action should be taken to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements, disclose the following information:
the date on which the issuer was so advised or notified;
identification of the financial statements that should no longer be relied upon;
a brief description of the information provided by the accountant; and
a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the independent accountant the matters disclosed in the filing pursuant to paragraph (b) of this item.
If the issuer receives advisement or notice from its independent accountant requiring disclosure under paragraph (b) of this item, the issuer must:
provide the independent accountant with a copy of the disclosures the issuer is making in response to this item and the independent accountant shall receive a copy no later than the day that the disclosures are filed with the Commission;
request the independent accountant to furnish to the issuer as promptly as possible a letter addressed to the Commission stating whether the independent
accountant agrees with the statements made by the issuer in response to this item and, if not, stating the respects in which it does not agree; and
amend the issuer’s previously filed Form 1-U by filing the independent accountant’s letter as an exhibit to the filed Form 1-U no later than two business days after the issuer’s receipt of the letter.
Item 6. Changes in Control of Issuer
If, to the knowledge of the issuer’s board of directors, a committee of the board of directors, governing body similar to a board of directors, or authorized officer or officers of the issuer, a change in control of the issuer has occurred, furnish the following information:
the identity of the persons who acquired such control;
the date and a description of the transactions which resulted in the change in control;
the basis of the control, including the percentage of voting securities of the issuer now beneficially owned directly or indirectly by the persons who acquired control;
the amount of the consideration used by such persons;
the sources of funds used by the persons, unless all or any part of the consideration used is a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of the Securities Exchange Act of 1934.
the identity of the persons from whom control was assumed; and
any arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.
Describe any arrangements, known to the issuer, including any pledge by any person of securities of the issuer or any of its parents, the operation of which may at a subsequent date result in a change in control of the issuer. It is not necessary to describe ordinary default provisions contained in the charter, trust indentures, or other governing instruments relating to securities of the issuer in response to this paragraph.
Item 7. Departure of Certain Officers
If the issuer’s principal executive officer, principal financial officer, principal accounting officer, or any person performing similar functions, retires, resigns or is terminated from that position, disclose the fact that the event has occurred and the date of the event.