Form C-AR (Annual Report) filing requirement deadlines
A question on Form C-AR (Annual Report) filing requirements.
Let's say an issuer launches an offering in November 2023, and closes in January 2024. Assume that same issuer has a fiscal year-end of 12/31.
Are they required to file a Form C-AR in April 2024, or April 2025?
Essentially, does the "...no later than 120 days after the end of the fiscal year covered by the report" come in based on the year the offering first went live or the year the offering was closed?
If it's based on when they "sold securities", does that happen at the time an issuer makes a commitment and wires money, or when the offering closes and subscription docs are signed and dated?
C-AR in April 2024 if any sales were made in this offering. Even if sales weren't made until the day before the C-AR was due! I have a funny story about that one.
SEC Staff say that (in contrast to the way sales are treated in Reg D and PIPE transactions) the "sale" is when the obligation to pay is binding on the investor and they can't withdraw their investment.