1812 Brewing Company Closes Reg A Offering After Selling 3.29 Billion Shares for $1.55 Million

1812 Brewing Company, Inc., the Watertown, New York brewer and restaurant operator whose common stock is quoted on the OTC Pink tier under the symbol KEGS, filed a Form 1-Z exit report with the Securities and Exchange Commission on September 9, 2026. The report, accession 0001903596-26-000349, closes a Tier 1 Regulation A offering qualified on February 22, 2022 and states that 3,286,940,000 of the 3,333,333,333 shares qualified were sold at $0.0005 each, for aggregate sales of $1,546,516 on the company's behalf.

What the exit report shows

Form 1-Z is the report a Regulation A issuer files to close an offering and, for Tier 1 issuers, to summarize how it went. The 1812 Brewing report says the offering ran for about four and a half years from qualification, sold 98.6% of the qualified shares, and did so without a broker-dealer, so the entire $17,000 of reported expense was legal and state blue-sky filing cost. The company retained $1,521,516.

One line in the report does not reconcile on its face. The 3,286,940,000 shares sold, at the $0.0005 price the form states, would be $1,643,470, while the form's stated aggregate is $1,546,516, about $96,954 less. The company's later post-qualification amendments in 2022 and 2023 proposed selling shares at $0.00015, and a portion of sales at that lower price would account for the gap, but the 1-Z reports a single price and does not explain the difference. AltStreet's monitoring recorded the $1,643,470 arithmetic figure; the company's own stated total is $1,546,516.

• —Form 1-Z filed September 9, 2026; signed September 3, 2026 by Thomas W. Scozzafava, Chairman and President
• —File number 024-11768; qualified and commenced February 22, 2022
• —Shares qualified: 3,333,333,333; shares sold: 3,286,940,000; price: $0.0005 per share
• —Aggregate sold on behalf of the issuer: $1,546,516; no shares sold by selling securityholders
• —Expenses: legal $15,000 and blue sky $2,000, both to Jeff Turner, Esq; no underwriter or broker-dealer
• —Net proceeds to the issuer: $1,521,516
• —CIK 0000884380; accession 0001903596-26-000349

Background

1812 Brewing Company was incorporated in Massachusetts on June 12, 1989, according to the corporate history in its offering circulars, and passed through the names Boston Pacific Medical, Boston Pacific Capital, DirectView, GS Carbon Corporation and Seaway Valley Capital Corporation before adopting its current name on November 21, 2016. It redomiciled to Florida in April 2015. Seaway Valley acquired Sackets Harbor Brewing Company in June 2008; the brewery was formed in 1995 and describes itself as one of New York State's oldest continuing microbreweries. The company is headquartered at 981 Waterman Drive in Watertown, where its circulars describe a 13,000 square foot plant being built out as a commercial-scale brewery, and it operates a brewpub and 3,200 square foot restaurant in Sackets Harbor through subsidiaries including North Country Operating Corp. and Sackets Harbor Brew Pub, LLC. Management estimates its 1812 Ale is distributed to more than 3,000 retail locations in New York and Florida.

The offering the 1-Z closes was qualified under Tier 1 of Regulation A, the tier capped at $20 million a year that carries no ongoing reporting obligation. The company's 2022 circular offered up to 5,000,000,000 shares at $0.00015 with a $1,000 minimum and a $750,000 maximum, and a November 2023 post-qualification amendment raised the proposed offering to 10,000,000,000 shares at $0.00015 for a $1,500,000 maximum, on a best-efforts basis with no minimum. Both circulars carried a going-concern paragraph stating that additional financing was needed and that an inability to obtain it would raise substantial doubt about the company's ability to continue. The financial statements in the 2023 circular were unaudited, as Tier 1 permits. The 2022 circular reported a last sale price of $0.0073 on February 23, 2022; the 2023 circular reported $0.0001 on November 20, 2023.

The pattern in AltStreet's data

Because this was a Tier 1 offering, EDGAR holds no Form 1-K annual reports or Form 1-SA semiannual reports for the company, and the 1-Z is the only document that reports how much the offering sold. That is the disclosure shape of every Tier 1 issuer AltStreet tracks: a circular at the start, an exit report at the end, and nothing in between except any post-qualification amendments the issuer chooses to file. The company filed 1-A POS amendments in 2022, 2023 and 2024 and a run of Form 144 notices in 2024, and its next periodic disclosure, if any, will come through OTC Markets rather than the SEC.

The share count is the striking number. Selling 3.29 billion shares for $1.55 million puts the offering price at five hundredths of a cent, and the company's circulars quote last-sale prices that moved from $0.0073 to $0.0001 between the two amendments. A company that has issued shares in the billions at sub-penny prices for working capital is in the far tail of the Reg A market, where the median Tier 1 offering AltStreet has recorded sells a few million dollars of stock at prices measured in dollars.

Why it matters

For holders of KEGS, the 1-Z fixes the size of the dilution from this offering: about 3.29 billion new shares over four and a half years, at a price a small fraction of where the stock traded when the offering was qualified. For anyone reading Tier 1 filings more broadly, it is a clean example of what the tier does and does not disclose. The company was never required to file audited financial statements or periodic reports with the SEC, and it did not; the exit report gives gross and net proceeds and nothing about how they were spent or what the business earned.

The report also closes a chapter without opening one. Nothing in the filing says whether the company intends to qualify a new offering, and the going-concern language in its circulars means it will need capital from somewhere.

What the filings do not show

The Form 1-Z does not report the number of investors, the dates over which the shares were sold, how the proceeds were used, or the company's revenue, cash or share count outstanding after the offering. It does not explain the $96,954 difference between shares times price and its stated aggregate. Whether the November 2023 amendment to 10 billion shares at $0.00015 was qualified and sold under is not stated in the 1-Z, which reports only the 3,333,333,333 shares qualified in 2022. Operating descriptions, the retail-location estimate and the going-concern language come from the company's 2022 and 2023 offering circulars and may not describe the business today. This article assesses the filing, not the merits of the stock.