---
title: "List the Item 701 facts for an unregistered sale"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-the-appendix-3b-and-appendix-2a-lodgement-data-for-an-issue-of-s/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-3-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List the Item 701 facts for an unregistered sale

> From the file, list the date of sale, the title and amount of securities, the principal underwriters, the persons or class of persons to whom securities that were not publicly offered were sold, the consideration, and…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-the-appendix-3b-and-appendix-2a-lodgement-data-for-an-issue-of-s/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | From the file, list the date of sale, the title and amount of securities, the principal underwriters, the persons or class of persons to whom securities that were not publicly offered were sold, the consideration, and any exemption the file already names. Do not write a Form 8-K, and do not decide whether a volume threshold is met. |
| What the lawyer must review | You decide whether a report is due, and you write any Form 8-K. Item 701 of Regulation S-K (17 CFR § 229.701) asks for information on all securities the registrant sold in the past three years that were not registered under the Securities Act, including reacquired securities, new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from a modification of outstanding securities. The item asks for the date of sale and the title and amount; the names of the principal underwriters and, for securities not publicly offered, the persons or class of persons to whom they were sold; for cash sales, the aggregate offering price and the aggregate underwriting discounts or commissions; for other sales, the nature of the transaction and the nature and aggregate amount of the consideration; the section or rule under which an exemption was claimed and the facts relied on; and, where the securities are convertible or exchangeable into equity securities or are warrants or options and the disclosure is on Form 8-K, Form 10-Q, Form 10-K, or Form 10-D, the terms of conversion or exercise. Information need not be given for notes, drafts, bills of exchange, or bankers' acceptances that mature not later than one year from issuance. A series of sales may be stated by totals and periods that reasonably convey the information. The Form 8-K compliance interpretations say an Item 3.02 report is triggered when the registrant enters an agreement, enforceable against it, to issue unregistered equity securities for services and the applicable volume threshold is exceeded, and that a sale of a class that is not currently outstanding exceeds that threshold. A grant of options under an employee plan that is not a sale or an offer to sell under Securities Act section 2(a)(3) need not be reported under Item 3.02. Section 2(a)(3) was not opened. The interpretations do not state the volume percentage, and they do not state a day count for Item 3.02. Paragraph (f) of Item 701 depends on Rule 463, which was not opened. |
| Written for | United States |
| Applies to | [Prepare the Appendix 3B and Appendix 2A lodgement data for an issue of securities](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-the-appendix-3b-and-appendix-2a-lodgement-data-for-an-issue-of-s.md) |

## Checking plan

- What the AI does: From the file, list the date of sale, the title and amount of securities, the principal underwriters, the persons or class of persons to whom securities that were not publicly offered were sold, the consideration, and any exemption the file already names. Do not write a Form 8-K, and do not decide whether a volume threshold is met.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not state a volume percentage. The opened Item 3.02 interpretations say a threshold applies and do not state the figure.
- Do not apply a four-business-day period to Item 3.02. The opened interpretations state that period for other items.
- Rule 463 was not opened. Do not prepare the use-of-proceeds report in Item 701(f). Do not decide whether an option grant is a sale under section 2(a)(3).

## Sources

- [17 CFR § 229.701, Item 701, recent sales of unregistered securities](https://www.law.cornell.edu/cfr/text/17/229.701) (checked 2026-10-22)
- [SEC Form 8-K compliance and disclosure interpretations, Item 3.02](https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/exchange-act-form-8-k) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Form D notice of sales checklist](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-form-d-notice-checklist.md) | Checklist | Yellow | Filing checklist for a Rule 503 notice of sales on Form D. It records the timing, the amendment exceptions and the EDGAR signature rule. It does not reproduce Form D. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*