(a)Contents. An offering circular shall include the narrative and
financial information required by Form 1-A.
(b)Presentation of information. (1) Information in the
offering circular shall be presented in a
clear, concise and understandable manner and in a type size that is easily
readable. Repetition of information should be avoided; cross-referencing of
information within the document is permitted.
(2) Where an offering circular is distributed through an electronic
medium, issuers may satisfy legibility requirements applicable to printed
documents by presenting all required information in a format readily
communicated to investors.
(c)Date. An offering circular shall be dated approximately as of the
date of the qualification of the offering statement of which it is a part.
(d)Cover page legend. The cover page of every offering circular shall display the following statement
in capital letters printed in boldfaced type at least as large as that used
generally in the body of such offering circular:
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS
UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE
TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR
COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE
SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE
COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT
THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
(e)Revisions. (1) An offering circular shall be revised during the course of
an offering whenever the information it contains
has become false or misleading in light of existing circumstances,
material developments have
occurred, or there has been a fundamental change in the information
(2) An offering circular for a continuous offering shall be updated to include, among other things,
updated financial statements, 12 months after the date the offering statement was qualified.