Glossary
1
1-A (Form 1-A) — The offering statement used for Regulation A offerings, filed with the SEC for qualification before sales begin.
10-K (Annual Report) — An annual report filed with the SEC that provides a comprehensive overview of a company’s financial performance and business operations.
1-K (Form 1-K) — An annual report filed by Regulation A issuers providing audited financials and updates.
1-SA (Form 1-SA) — A semiannual report filed by Regulation A issuers.
10-Q — A quarterly report filed with the SEC that includes unaudited financial statements and updates on company performance.
1-U (Form 1-U) — A current report filed by Regulation A issuers to disclose significant events.
144 (Rule 144) — A safe harbor rule that allows the resale of restricted securities under specific conditions.
147 / 147A (Rules 147 and 147A) — Intrastate offering exemptions allowing companies to raise capital within a single state.
4
4(a)(2) — A statutory exemption under the Securities Act for private placements that are not considered public offerings.
5
506(b) — A Regulation D exemption that allows capital raising without general solicitation and permits a limited number of non-accredited investors.
506(c) — A Regulation D exemption that allows general solicitation but requires verification of accredited investor status.
A
Accredited Investor — An individual or entity that meets specific income, net worth, or professional criteria set by the SEC, allowing participation in certain private offerings.
Accredited Investor Verification — The process of confirming that an investor meets accredited investor requirements, particularly required for Rule 506(c) offerings.
Accession Number — A unique identifier assigned by EDGAR to each submitted filing, used to track and reference documents.
Account Administrator (EDGAR Next) — A designated user responsible for managing access, permissions, and filing authority within an EDGAR Next account.
Affiliate — A person or entity that controls, is controlled by, or is under common control with an issuer, often subject to additional securities restrictions.
Amendment Filing — An updated filing submitted to the SEC or state regulators to reflect material changes or corrections to a previously filed document.
Anti-Fraud Provisions — Legal rules that prohibit misleading statements, omissions, or deceptive practices in connection with securities offerings.
B
Bad Actor Disqualification — A rule that prevents issuers and related persons with certain past violations from relying on specific exemptions, such as Rule 506.
Blue Sky Laws — State securities laws that regulate the offer and sale of securities, including registration, notice filings, and anti-fraud enforcement.
Blue Sky Notice Filing — A state-level filing required when relying on certain federal exemptions, typically involving submission of Form D, fees, and supporting documents.
Blue Sky Registration — A state-level process requiring review and approval of a securities offering before it can be sold to residents of that state.
Broker-Dealer — A licensed firm or individual that buys and sells securities on behalf of clients or for its own account.
Bulk Filing — The submission of multiple filings or investor-related data at once, often used to streamline multi-state compliance processes.
C
Central Index Key (CIK) — A unique identifier assigned by the SEC to each filer, used to track and manage all EDGAR submissions.
Closing Date — The date on which an offering is finalized and funds are accepted from investors.
Closing Conditions — Specific requirements that must be satisfied before an offering can officially close, such as minimum funding thresholds or regulatory approvals.
Consent to Service of Process (Form U-2) — A form authorizing a state regulator to receive legal notices on behalf of the issuer in connection with securities filings.
Covered Securities — Securities that are exempt from state registration under federal law, though still subject to state notice filings and anti-fraud rules.
Crowdfunding Portal — A FINRA-registered platform that facilitates Regulation CF offerings by connecting issuers with investors online.
Custodian — A financial institution responsible for holding and safeguarding investor funds or securities during and after an offering.
D
Deficiency Letter — A notice from a regulator identifying errors, omissions, or compliance issues in a filing that require correction.
Disclosure Requirements — The information that issuers must provide to investors and regulators about their business, risks, and offering terms.
Due Diligence — The process of investigating and verifying information about an issuer or offering before making an investment or completing a transaction.
E
EDGAR (Electronic Data Gathering, Analysis, and Retrieval) — The SEC’s electronic system is used to submit, process, and make public company filings and disclosures.
EDGAR Access Codes (CIK, CCC, Password, PMAC) — A set of credentials required to submit filings on EDGAR, including identification, authorization, and security codes.
EDGAR Filing Agent — A third-party service provider that prepares and submits SEC filings on behalf of issuers.
EDGAR Filing Status (Accepted, Suspended, Rejected) — The processing outcome assigned by EDGAR indicates whether a filing has been successfully received, delayed, or declined.
EDGAR Filer Manual — The official SEC guide outlines technical requirements, formatting rules, and submission procedures for EDGAR filings.
EDGAR Next — The SEC’s updated EDGAR framework includes enhanced security, user management, and authentication features.
Electronic Filing Depository (EFD) — A centralized system used by many states to receive and process Blue Sky notice filings electronically.
Exempt Offering — A securities offering that qualifies for an exemption from SEC registration under specific regulatory rules.
Exemption — A legal provision that allows an issuer to avoid full registration requirements if certain conditions are met.
F
Filing Agent — A service provider that prepares, submits, and manages SEC and state filings on behalf of issuers.
Filing Calendar — A centralized schedule used to track filing deadlines, renewals, and compliance obligations across jurisdictions.
Filing Deadline — The required date by which a filing must be submitted to regulators to remain compliant.
Filing Status — The current state of a filing, such as pending, accepted, rejected, or amended.
FINRA (Financial Industry Regulatory Authority) — A U.S. regulatory organization overseeing broker-dealers and funding portals involved in securities transactions.
First Sale — The initial transaction in which securities are sold to an investor often triggers filing deadlines.
Form 1-A — The SEC filing is used to qualify a Regulation A offering before securities can be sold to investors.
Form 1-K — An annual report is required for Regulation A Tier 2 issuers, providing updated financial and business information.
Form 1-SA — A semiannual report filed by Regulation A Tier 2 issuers covering financial and operational updates.
Form 1-U — A current report filed to disclose significant events affecting a Regulation A offering.
Form C — The initial disclosure document filed with the SEC to launch a Regulation Crowdfunding offering.
Form C-AR — An annual report filed by Regulation Crowdfunding issuers to provide ongoing updates after the offering.
Form C-TR — A filing used to terminate ongoing reporting obligations for a Regulation Crowdfunding offering.
Form C-TR — A filing used to terminate ongoing reporting obligations for a Regulation Crowdfunding offering.
Form D — A notice filing submitted to the SEC for offerings conducted under Regulation D exemptions.
Form D/A — An amended version of Form D was filed to update or correct previously submitted information.
Form ID — The SEC application used to obtain EDGAR access credentials required for electronic filings.
Form S-1 — A registration statement is used for initial public offerings and other public securities offerings.
Form S-3 — A simplified registration statement available to eligible issuers for follow-on public offerings.
Form U-1 — A state-level application form used in certain jurisdictions for securities registration under Blue Sky laws.
Form U-2 — A consent form allowing state regulators to receive legal notices on behalf of the issuer.
Form U-2A (if applicable by state) — A state-specific variation of the consent to service of process used in certain jurisdictions.
Form 3 — An initial ownership report filed by insiders when they first become subject to Section 16 reporting requirements.
Form 4 — A report filed by insiders to disclose changes in ownership of company securities, typically within two business days.
Form 5 — An annual statement used to report transactions that were not previously disclosed on Form 4.
G
General Solicitation — Public advertising or marketing of a securities offering is permitted in certain exemptions, like Rule 506(c), but restricted under others.
Good Standing (State Compliance Status) — A status indicating that an issuer has met all required state filings, fees, and compliance obligations.
H
The minimum time an investor must hold restricted securities before they can be resold under applicable rules.
I
Indemnification — A provision where one party agrees to compensate another for certain losses or liabilities arising from a transaction.
Inline XBRL (iXBRL) — A format that embeds structured financial data within human-readable documents for SEC filings.
Insider — An individual with access to non-public information about a company, such as an officer, director, or major shareholder.
Investor Accreditation — The qualification status of an investor based on income, net worth, or professional criteria defined by the SEC.
Investor Limits (Reg CF) — Restrictions on how much individuals can invest in Regulation Crowdfunding offerings based on their income and net worth.
Investor Residency — The state or jurisdiction where an investor resides, which determines applicable Blue Sky filing requirements.
J
A U.S. law that expanded access to capital markets by creating exemptions such as Regulation A, Regulation CF, and updates to Regulation D.
K
A compliance process used to verify the identity of investors and assess risk before accepting funds.
L
Late Filing — A filing submitted after the required deadline, potentially resulting in penalties or compliance issues.
Late Filing Fee — A penalty charged by regulators when a required filing is submitted after the deadline.
Legal Opinion — A formal statement issued by an attorney confirming legal compliance or interpretation of a securities transaction.
Liquidity Event— An event that allows investors to realize returns, such as a sale of the company, a merger, or a public offering.
M
Material Change — A significant update to an offering or issuer information that may require an amendment filing with regulators.
Material Event — An occurrence that could impact an issuer’s financial condition or offering, often triggering disclosure or reporting obligations.
Merit Review — A state-level review process that evaluates the fairness and suitability of a securities offering before approval.
Minimum Investment — The lowest amount an investor is required to contribute to participate in a securities offering.
Multi-State Filing — The process of submitting required securities filings across multiple states where investors reside.
N
National Securities Markets Improvement Act (NSMIA) — A federal law that preempts certain state registration requirements while preserving state authority over notice filings and anti-fraud enforcement.
Notice Filing — A simplified state filing required when relying on certain federal exemptions, typically involving documentation and fees.
Notice Filing Deadline — The timeframe within which a required state notice filing must be submitted, often tied to the first sale or offering event.
O
Offering Amount — The total value of securities an issuer plans to raise in an offering.
Offering Circular — A disclosure document used in Regulation A offerings that provides detailed information about the issuer and the offering.
Offering Statement — A formal filing submitted to the SEC, such as Form 1-A, that outlines the details of a securities offering.
Offering Terms — The specific conditions of a securities offering, including pricing, structure, and investor rights.
P
Password Modification Authorization Code (PMAC) — A security code used within EDGAR to manage and update filing credentials.
Placement Agent — A registered intermediary that assists issuers in raising capital by identifying and soliciting investors.
Post-Qualification Amendment — An update to a Regulation A offering filed after SEC qualification to reflect material changes or updates.
Preemption (Federal Preemption) — The legal principle that limits state authority by overriding certain state requirements under federal law.
Pre-Sale Filing — A filing that must be submitted to regulators before any securities are offered or sold in a state.
Private Placement — A securities offering made to a limited group of investors without public registration.
Private Placement Memorandum (PPM) — A disclosure document provided in private offerings outlining risks, terms, and issuer information.
Public Offering — A securities offering made to the general public, typically requiring SEC registration and full disclosure.
Q
Qualified Offering (Reg A) — A Regulation A offering that has been reviewed and qualified by the SEC, allowing the issuer to begin selling securities.
Qualified Purchaser — An investor who meets specific criteria under Regulation A Tier 2, enabling participation without triggering certain state registration requirements.
R
Record Date — The date used to determine which investors are entitled to receive dividends, vote, or participate in specific corporate actions.
Red Herring — A preliminary version of an offering document that includes key information but is not yet finalized or approved for sale.
Regulation A (Reg A) — A securities exemption that allows companies to raise capital from the public with simplified disclosure and reporting requirements.
Regulation CF (Reg CF) — A crowdfunding exemption that enables companies to raise funds online from both accredited and non-accredited investors within specified limits.
Regulation D (Reg D) — A set of exemptions that allows issuers to raise capital through private placements without full SEC registration.
Regulation S — An exemption that permits securities offerings conducted outside the United States without SEC registration, provided certain conditions are met.
Renewal Filing — A filing required to maintain compliance for an ongoing offering, often submitted annually, depending on state requirements.
Rescission Rights — The legal right of investors to cancel a securities transaction and recover their investment if compliance requirements were not met.
Restricted Securities — Securities acquired in unregistered offerings that are subject to resale limitations under federal securities laws.
Rule 144 — A safe harbor rule that allows the public resale of restricted and control securities under specific conditions.
Rule 147 — An exemption for intrastate offerings that restricts sales to investors within a single state.
Rule 147A — A revised intrastate exemption that allows broader solicitation while limiting actual sales to in-state investors.
Rule 504 — A Regulation D exemption for smaller offerings, subject to certain limits and varying state requirements.
Rule 506(b) — A Regulation D exemption that prohibits general solicitation and allows sales to accredited investors and a limited number of sophisticated non-accredited investors.
Rule 506(c) — A Regulation D exemption that permits general solicitation but requires verification that all investors are accredited.
S
Securities Act of 1933 — A federal law that governs the initial offering and sale of securities, requiring registration unless an exemption applies.
Securities Exchange Act of 1934 — A federal law that regulates secondary trading markets, ongoing reporting obligations, and broker-dealers.
Securities Offering — The process by which a company raises capital by selling securities to investors.
SEC (Securities and Exchange Commission) — The federal agency responsible for enforcing securities laws and regulating the securities markets in the United States.
SEC Comment Letter — A formal communication from the SEC requesting clarification, revisions, or additional disclosure in a filing.
SEC Qualification — The SEC’s approval of an offering statement, such as a Form 1-A, allowing the issuer to begin selling securities.
Selling Securityholder — An existing investor who offers previously issued securities for sale as part of an offering.
State Filing Fee — A fee required by state regulators when submitting notice filings or registration documents under Blue Sky laws.
State Registration — The process of qualifying a securities offering with a state regulator, often involving review of disclosures and offering terms.
Subscription Agreement — A legal contract between the issuer and investor outlining the terms of the investment and confirming the investor’s commitment.
Suspension (State or SEC) — A regulatory action that temporarily halts an offering or trading activity due to compliance concerns or ongoing review.
T
Termination Filing — A filing submitted to formally close or end a securities offering, often required by certain states to conclude Blue Sky notice obligations.
Tier 1 Offering (Reg A) — A Regulation A offering that allows issuers to raise up to a lower capital limit and typically requires state-level registration or review.
Tier 2 Offering (Reg A) — A Regulation A offering that allows issuers to raise a higher amount of capital with federal preemption of state registration, but still subject to state notice filings and fees.
Transfer Agent — A third-party service provider responsible for maintaining shareholder records, processing ownership transfers, and managing related administrative functions.
U
Uniform Securities Act — A model law adopted in various forms by states to standardize securities regulation, including registration, licensing, and enforcement provisions.
Underwriter — A financial intermediary that helps structure, market, and distribute a securities offering, often purchasing securities from the issuer and reselling them to investors.
V
Verification of Accredited Investor — The process required under Rule 506(c) to confirm that investors meet accredited investor criteria, typically through documentation review or third-party certification.
W
Withdrawal Filing — A filing submitted to withdraw a previously filed registration statement or notice, effectively canceling or halting the offering in a jurisdiction.
Working Capital Disclosure — Information provided in offering documents detailing the issuer’s available funds and its ability to meet short-term financial obligations.
X
XBRL (eXtensible Business Reporting Language) — A standardized digital format used for tagging financial data in SEC filings, enabling automated analysis and comparison of financial information.