What Is SEC Form 1-SA? Worthy Community Bonds' 2026 Filing Explained

SEC Form 1-SA is the semiannual report that Tier 2 Regulation A issuers must file with the SEC, containing unaudited six-month financial statements and management's discussion of financial condition and operating results. Despite the word 'semiannual,' a company normally files only one Form 1-SA per fiscal year, covering the first six months; the full fiscal year is reported separately on Form 1-K.

For retail investors who put money into Regulation A offerings, often bonds or shares with no public trading market and limited outside coverage, Form 1-SA is frequently the only mid-year checkpoint on whether the numbers behind an offering have moved since the last annual report. It is a required filing, not a marketing document, and it can say things a company's website does not.

Worthy Community Bonds, Inc. filed a Form 1-SA on September 10, 2026, covering the six months ended June 30, 2026 (accession 0001493152-26-042180, CIK 0001817214). It is a useful worked example because the numbers in it are stark: an issuer that sold roughly $50 million of bonds reported $0 of revenue, $0 of cash on hand, a loan book written down to nothing, and bondholder redemptions that have been paused for more than a year.

What Is SEC Form 1-SA?

Form 1-SA is filed under Regulation A of the Securities Act and is structured around four items: management's discussion and analysis (MD&A), any information that should have been reported earlier on Form 1-U but was not, interim financial statements, and exhibits. The instructions governing the form permit condensed, unaudited statements rather than the fuller disclosure package required in an annual report.

The 'semi-annual' framing (issuers themselves often use the hyphenated spelling, while the SEC's own instructions use 'semiannual') refers to the period covered, the first half of the fiscal year, not the filing frequency. A calendar-year issuer files one Form 1-SA covering January through June, then reports the full year separately on Form 1-K.

Who Must File, and When Is It Due?

The Form 1-SA obligation applies to Tier 2 Regulation A issuers. Regulation A's Tier 2 track allows larger offerings than Tier 1 and comes with ongoing reporting duties that Tier 1 issuers generally do not carry. That obligation does not necessarily end when an offering closes; it continues until the issuer suspends its reporting duty by filing Form 1-Z, or otherwise no longer qualifies.

The deadline is fixed by rule: Form 1-SA is due within 90 calendar days after the end of the issuer's first six-month fiscal period. For Worthy Community Bonds, whose reporting period ended June 30, 2026, that 90-day window closed on September 28, 2026; the company's Form 1-SA was filed September 10, 2026 (accession 0001493152-26-042180), eighteen days inside it. A separate 'special financial report' version of Form 1-SA exists for a different trigger, generally tied to offering qualification rather than the fiscal calendar, and amendments to an already-filed Form 1-SA are submitted as Form 1-SA/A.

What Does Form 1-SA Contain, and Is It Audited?

The interim financial statements required in a Form 1-SA typically include a balance sheet, a statement of comprehensive income or net income, a cash-flow statement, a statement of changes in stockholders' equity, explanatory notes, and comparisons to the same period in the prior year. What the form does not require is an audit or an independent accountant's review of those interim numbers.

That is a meaningful gap compared with other reporting forms. A Tier 2 issuer's annual Form 1-K generally does carry audited financial statements, and a quarterly Form 10-Q filed by an Exchange Act reporting company is normally reviewed by an independent public accountant, even though it is not a full audit. Worthy Community Bonds' September 2026 filing describes its own numbers as 'unaudited consolidated financial statements' throughout (accession 0001493152-26-042180), consistent with what the form generally permits.

How Should Investors Read a Form 1-SA?

Because a Form 1-SA is unaudited and arrives only once a year, reading it carefully matters more than it would for a reviewed quarterly filing. A useful approach is to work through the statements methodically rather than relying on the MD&A narrative alone. The Worthy filing below is a good test of each of these habits, and the last one in particular: it reports interest still accruing on bonds that cannot currently be redeemed.

• Compare cash on hand against the six-month operating cash use, not against the original offering size.
• Check whether revenue is rising, falling, or absent, and whether it matches the prior comparable period.
• Note the net loss and accumulated or shareholders' deficit, and how they moved since the last filing.
• Identify any allowance for loan losses or asset impairment and what share of the portfolio it covers.
• Read going-concern language closely; it is a specific accounting disclosure, not boilerplate caution.
• Separate stated interest accrual from actual cash availability for redemptions or distributions.
• Look for related-party payments, management fees, or capital contributed by a parent company.
• Check subsequent-events notes and any later Form 1-U or Form 1-SA/A for developments after period-end.

Form 1-SA Example: What Worthy Community Bonds Disclosed

Worthy Community Bonds raised approximately $50 million from 18,914 investors between September 2020 and February 2021 under a qualified Regulation A offering, according to its September 10, 2026 Form 1-SA (accession 0001493152-26-042180). As of June 30, 2026, that filing reported the company's entire outstanding loan portfolio, $4,200,952, fully offset by a $4,200,952 allowance for loan losses, leaving net loans of $0, the same position it reported as of December 31, 2025.

Operating revenue was $0 for the six months ended June 30, 2026, and was also $0 for the comparable six months ended June 30, 2025. Interest expense on bonds was $419,745 for the six months ended June 30, 2026, versus $442,676 a year earlier. Cash on hand at June 30, 2026 was $0, and net cash used in operating activities was $53,261 for the period (versus $748,547 used in the six months ended June 30, 2025). The filing reported a net loss of approximately $477,000 for the six months, a shareholders' deficit of approximately $13,530,000 and an accumulated deficit of approximately $13,653,000, with total liabilities exceeding total assets by roughly $13,530,000, and stated that these conditions raise substantial doubt about the company's ability to continue as a going concern for twelve months from the report's issuance.

The filing also states that redemptions of Worthy Community Bonds were paused beginning April 30, 2025 after loan defaults caused illiquidity in the portfolio, while interest continued to accrue at 7 percent until January 2026, then reverting to 6.5 percent. As of June 30, 2026, $10,126,897 of bonds remained subject to that pause. The pace of redemption since the pause is visible in two numbers the filing places side by side: the company had redeemed $39,623,157 of bonds before the pause began and $39,824,676 as of June 30, 2026. The difference, $201,519, is what came back to bondholders in the fourteen months after redemptions were paused, against the $10.1 million still waiting. The filing is explicit that continuing interest accrual is not the same as available cash: it states that outstanding bonds will be redeemed 'as loan collections and other asset liquidation permits,' in order of maturity and request, not on demand. The filing further discloses that the parent company, Worthy Financial, Inc., contributed $122,137 in capital to the company as of June 30, 2026, and that a stock purchase agreement intended to supply additional capital to affiliated entities was terminated by the counterparty on February 4, 2026.

Form 1-SA vs Form 1-K, Form 1-U, and Form 10-Q

Form 1-SA sits inside a small family of Regulation A reporting forms, each with a different job. Confusing it with the quarterly Form 10-Q filed by Exchange Act reporting companies is one of the most common mistakes.

• Form 1-A: filed before and during offering qualification; the offering statement and circular.
• Form 1-K: filed annually by Tier 2 issuers; generally contains audited annual financial statements.
• Form 1-SA: filed once after the first six months of the fiscal year; interim financial statements and MD&A, generally unaudited.
• Form 1-U: filed when specified material events occur; a current-event form, not primarily financial statements.
• Form 1-Z: filed to report offering results or to exit Regulation A reporting obligations.
• Form 10-Q: filed quarterly by Exchange Act reporting companies; interim statements are normally reviewed by an independent accountant, a step Form 1-SA does not require.

What Form 1-SA Does Not Show

Filing a Form 1-SA is a compliance step, not a stamp of approval. The SEC does not verify the accuracy of the figures or endorse the investment by accepting the filing, and nothing in the form requires an audit or an independent review of the interim statements it contains.

Because Form 1-SA covers only the first six months of the fiscal year and is filed once, it leaves a longer information gap between reports than the quarterly cadence of Form 10-Q, and it does not necessarily include a freshly rewritten risk-factor section. It also reports at the level of the filing entity, which for a group of affiliated issuers, as in Worthy's case, may not answer every question about a related company's separate financial condition.

Finally, statements in a Form 1-SA about intended future actions, such as a parent company's plan to supply additional capital, are disclosures of intent as of the filing date, not commitments or guarantees. Worthy Community Bonds' September 2026 filing itself states that no assurances can be given that additional financing, if required, will be obtained (accession 0001493152-26-042180). A Form 1-SA tells you what a company reported for a defined six-month period; it does not tell you what will happen next.