To see what a “perfect” final version looks like for a Michigan-based tech company, Coherix, Inc. (based in Ann Arbor) is a gold-standard case study. They are a high-tech machine vision company that has successfully navigated the Reg A+ process multiple times.
Below is the breakdown of their “perfect” filing and how you can find the exact documents on the SEC website.
1. The “Perfect” Filing: Coherix, Inc.
- Location: Ann Arbor, MI
- Industry: AI-powered 3D machine vision (High Tech)
- Why it’s a good model: They have clear “Use of Proceeds” tables, well-defined risk factors specifically for tech (IP, global competition), and a professional cap table.
2. How to find their exact “Qualified” version
You want to look for the Form 253G2. This is the final, SEC-approved Offering Circular.
- Go to the SEC EDGAR Search.
- Look for the document type 253G2 (usually filed right after they get qualified).
- Key sections to study in their filing:
- The “Offering Summary”: Look at how they describe their complex AI tech in simple terms for retail investors.
- “Use of Proceeds”: See how they allocate money between R&D, sales, and working capital.
- “Dilution” Table: This is the part that Michigan merit reviewers look at most closely. It shows exactly how much a new investor’s share value is “diluted” compared to what the founders paid.
3. What to look for in the “Comment Letters” (UPLOAD)
If you search for Coherix’s UPLOAD filings from their 2018–2020 or 2023 cycles, you will see the SEC’s “corrections.” For a tech company, the SEC typically asks for:
- IP Clarification: “You claim you have a patent, but is it granted or just ‘pending’?” (A “perfect” filing will be very clear on this).
- Revenue Recognition: For software/hardware tech, the SEC often asks how you account for long-term contracts.
- Inventory Risk: If you build hardware (like Coherix), they will ask how you handle the risk of parts becoming obsolete.
4. Other Michigan Tech/High-Growth Models
While Coherix is a great “Hardware/AI” example, here are a few others to search on EDGAR using the State: MI and Form: 1-A filters:
| Company | Sector | Filing Lesson |
|---|---|---|
| Gage Cannabis | Ag-Tech/Retail | How to handle highly regulated industries in MI. |
| Amesite Inc. | Ed-Tech (SaaS) | How to describe “Software as a Service” revenue models. |
| Commongrounds | Community Tech/RE | How to structure a “community” raise with many small investors. |
Summary for your “Perfect” Draft:
- Follow the Coherix “Use of Proceeds” layout. It is clean and satisfies both the SEC and Michigan LARA.
- Avoid “Marketing Speak.” If your draft says your tech is “the best in the world,” the SEC will send a comment letter asking you to prove it. A perfect filing uses words like “we believe” or “based on internal testing.”
Would you like me to find the specific “Use of Proceeds” table from the Coherix filing so you can see exactly how they broke down their $15M budget?