Registration a Offering Under the Securities Act of 1933 (1-a)
Form 1-A Issuer Information
FORM 1-A
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL
OMB Number: ####-####
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Issuer CIK
0001493006
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing?
xLIVEoTEST
Would you like a Return Copy?
o
Notify via Filing Website only?
o
Since Last Filing?
o
Submission Contact Information
Name
Phone
E-Mail Address
Issuer Infomation
Exact name of issuer as specified in the issuer'scharter
CENTURY NEXT FINANCIAL Corp
Jurisdiction of Incorporation / Organization
LOUISIANA
Year of Incorporation
2010
CIK
0001493006
Primary Standard Industrial Classification Code
SAVINGS INSTITUTION, FEDERALLY CHARTERED
I.R.S. Employer Identification Number
00-0000000
Total number of full-time employees
57
Total number of part-time employees
Contact Infomation
Address of Principal Executive Offices
Address 1
505 NORTH VIENNA STREET
Address 2
City
RUSTON
State/Country
LOUISIANA
Mailing Zip/ Postal Code
71270
Phone
318-255-3733
Provide the following information for the person theSecuritiesand Exchange Commission's staff should call inconnection with anypre-qualification review of the offeringstatement.
Name
Eric M. Marion, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone
Provide up to two e-mail addresses to whichtheSecurities andExchange Commission's staff may send any commentletters relating tothe offering statement. After qualification ofthe offeringstatement, such e-mail addresses are not required toremain active.
Financial Statements
Industry Group (select one)
xBankingoInsuranceoOther
Use the financial statements for the most recent periodcontained inthis offering statement to provide the followinginformation aboutthe issuer. The following table does not includeall of the lineitems from the financial statements. Long Term Debtwould includenotes payable, bonds, mortgages, and similarobligations. Todetermine "Total Revenues" for all companiesselecting "Other" fortheir industry group, refer to Article5-03(b)(1) of RegulationS-X. For companies selecting "Insurance",refer to Article 7-04 ofRegulation S-X for calculation of "TotalRevenues" and paragraphs 5and 7 of Article 7-04 for "Costs andExpenses Applicable toRevenues".
Balance Sheet Information
Cash and Cash Equivalents
$30611000.00
Investment Securities
$1155000.00
Total Investments
$
Accounts and Notes Receivable
$
Loans
$237449000.00
Property, Plant and Equipment (PP&E):
$
Property and Equipment
$5627000.00
Total Assets
$283613000.00
Accounts Payable and Accrued Liabilities
$176000.00
Policy Liabilities and Accruals
$
Deposits
$227922000.00
Long Term Debt
$22134000.00
Total Liabilities
$255461000.00
Total Stockholders' Equity
$28152000.00
Total Liabilities and Equity
$283613000.00
Income Statement Information
Total Revenues
$
Total Interest Income
$12100000.00
Costs and Expenses Applicable to Revenues
$
Total Interest Expenses
$1658000.00
Depreciation and Amortization
$280000.00
Net Income
$2355000.00
Earnings Per Share - Basic
$2.26
Earnings Per Share - Diluted
$2.18
Name of Auditor (if any)
Heard McElroy & Vestal LLC
Outstanding Securities
Common Equity
Name of Class (if any) Common Equity
Common Stock
Common Equity Units Outstanding
1099313
Common Equity CUSIP (if any):
156635104
Common Equity Units Name of Trading Center or Quotation Medium (if any)
OTC Pink Marketplace
Preferred Equity
Preferred Equity Name of Class (if any)
Preferred Stock
Preferred Equity Units Outstanding
Preferred Equity CUSIP (if any)
000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)
None
Debt Securities
Debt Securities Name of Class (if any)
None
Debt Securities Units Outstanding
Debt Securities CUSIP (if any):
000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)
None
Issuer Eligibility
Check this box to certify that all of the following statementsare true for the issuer(s)
x
- Organized under the laws of the United States or Canada, or anyState, Province, Territory or possession thereof, or the Districtof Columbia.
- Principal place of business is in the United States or Canada.
- Not subject to section 13 or 15(d) of the Securities ExchangeAct of 1934.
- Not a development stage company that either (a) has no specificbusiness plan or purpose, or (b) has indicated that its businessplan is to merge with an unidentified company or companies.
- Not an investment company registered or required to beregistered under the Investment Company Act of 1940.
- Not issuing fractional undivided interests in oil or gas rights,or a similar interest in other mineral rights.
- Not issuing asset-backed securities as defined in Item 1101 (c)of Regulation AB.
- Not, and has not been, subject to any order of the Commissionentered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.78l(j)) within five years before the filing of this offeringstatement.
- Has filed with the Commission all the reports it was required tofile, if any, pursuant to Rule 257 during the two years immediatelybefore the filing of the offering statement (or for such shorterperiod that the issuer was required to file such reports).
Application Rule 262
Check this box to certify that, as of the time of this filing,each person described in Rule 262 of Regulation A is either notdisqualified under that rule or is disqualified but has received awaiver of such disqualification.
x
Check this box if "bad actor" disclosure under Rule 262(d) isprovided in Part II of the offering statement.
o
Summary Infomation
Check the appropriate box to indicate whether you areconductinga Tier 1 or Tier 2 offering
xTier1oTier2
Check the appropriate box to indicate whether thefinancial statementshave been audited
oUnauditedxAudited
Types of Securities Offered in this Offering Statement(selectall that apply)
xEquity (common or preferred stock)
Does the issuer intend to offer the securities on adelayed or continuous basis pursuant to Rule 251(d)(3)?
oYesxNo
Does the issuer intend this offering to last more thanone year?
oYesxNo
Does the issuer intend to price this offering afterqualificationpursuant to Rule 253(b)?
oYesxNo
Will the issuer be conducting a best efforts offering?
oYesxNo
Has the issuer used solicitation of interestcommunications inconnection with the proposed offering?
oYesxNo
Does the proposed offering involve the resale ofsecurities byaffiliates of the issuer?
oYesxNo
Number of securities offered
425339
Number of securities of that class outstanding
1524652
The information called for by this item below may be omitted ifundetermined at the time of filing or submission, except that if aprice range has been included in the offering statement, the midpointof that range must be used to respond. Please refer to Rule 251(a)for the definition of "aggregate offering price" or "aggregate sales"as used in this item. Please leave the field blank if undetermined atthis time and include a zero if a particular item is not applicableto the offering.
Price per security
$54.1600
The portion of the aggregate offering priceattributable to securities being offered on behalf of the issuer
$12761125.00
The portion of the aggregate offering priceattributable to securities being offered on behalf of sellingsecurityholders
$0.00
The portion of the aggregate offering priceattributable to all the securities of the issuer sold pursuant to aqualified offering statement within the 12 months before thequalification of this offering statement
$0.00
The estimated portion of aggregate sales attributableto securities that may be sold pursuant to any other qualifiedoffering statement concurrently with securities being sold underthis offering statement
$0.00
Total (the sum of the aggregate offering price andaggregate sales in the four preceding paragraphs)
$12761125.00
Anticipated fees in connection with this offering and names ofservice providers
Underwriters - Name of Service Provider
Underwriters - Fees
$
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
Heard McElroy & Vestal LLC
Audit - Fees
$10000.00
Legal - Name of Service Provider
Silver, Freedman, Taff & Tiernan
Legal - Fees
$175000.00
Promoters - Name of Service Provider
Promoters - Fees
$
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$
CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer
$
Clarification of responses (if necessary)
Jurisdictions in Which Securities are to be Offered
Using the list below, select the jurisdictions in whichtheissuer intends to offer the securities
Selected States and Jurisdictions
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
FLORIDA
GEORGIA
INDIANA
IOWA
KANSAS
LOUISIANA
MISSOURI
NEW JERSEY
NORTH CAROLINA
OKLAHOMA
OREGON
TENNESSEE
TEXAS
Using the list below, select the jurisdictions in which thesecurities are to be offered by underwriters, dealers or salespersons or check the appropriate box
None
x
Same as the jurisdictions in which the issuer intendsto offer the securities
o
Selected States and Jurisdictions
Unregistered Securities Issued or Sold Within One Year
Nonex
Unregistered Securities Act
(e) Indicate the section of the Securities Act orCommission rule or regulation relied upon for exemption from theregistration requirements of such Act and state briefly the factsrelied upon for such exemption
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Based on the information provided, it appears to be a form (Form 1-A) filed with the United States Securities and Exchange Commission (SEC) for a Regulation A offering under the Securities Act of 1933. The form contains various sections and fields that provide information about the issuer, such as its name, jurisdiction of incorporation, year of incorporation, industry classification code, financial statements, outstanding securities, and more.
To provide more detailed information about the concepts used in the article, let's break it down into sections:
Form 1-A and Regulation A Offering
- Form 1-A: It is a form used for filing a Regulation A offering statement with the SEC. Regulation A allows companies to offer and sell securities to the public without full registration under the Securities Act of 1933.
- Regulation A Offering: It is a type of offering that allows companies to raise capital from the public through the sale of securities. It provides an exemption from full registration requirements, making it easier for smaller companies to access capital markets.
Issuer Information
- Issuer CIK: CIK stands for Central Index Key, which is a unique identifier assigned to each SEC filer.
- Issuer CCC: CCC refers to the Central Index Key Confirmation Code, which is another unique identifier assigned to each SEC filer.
- DOS File Number: DOS stands for Division of Securities. The DOS File Number is a unique identifier assigned to the filing.
- Offering File Number: It is a unique identifier assigned to the offering statement filed with the SEC.
- LIVE or TEST Filing: Indicates whether the filing is a live offering or a test filing.
- Return Copy: Indicates whether the filer wants a return copy of the filing.
Issuer Information
- Exact Name of Issuer: Refers to the legal name of the issuer as specified in its charter.
- Jurisdiction of Incorporation/Organization: Indicates the jurisdiction (state or country) where the issuer is incorporated or organized.
- Year of Incorporation: The year in which the issuer was incorporated.
- Primary Standard Industrial Classification Code: It is a code that classifies the issuer's primary business activity.
- I.R.S. Employer Identification Number: It is a unique identification number assigned to the issuer by the Internal Revenue Service.
Contact Information
- Address of Principal Executive Offices: Refers to the physical address of the issuer's main office.
- Phone: The contact phone number of the issuer.
- E-Mail Address: The contact email address of the issuer.
- Submission Contact Information: Refers to the name, phone number, and email address of the person the SEC's staff should contact regarding the offering statement.
Financial Statements
- Balance Sheet Information: Provides information about the issuer's assets, liabilities, and equity.
- Income Statement Information: Provides information about the issuer's revenues, expenses, and net income.
- Name of Auditor: Refers to the name of the auditor who audited the issuer's financial statements.
Outstanding Securities
- Common Equity: Refers to the issuer's common stock.
- Preferred Equity: Refers to the issuer's preferred stock.
- Debt Securities: Refers to any debt securities issued by the issuer.
Issuer Eligibility
- Certifications and statements made by the issuer regarding its eligibility to conduct the offering under Regulation A.
Types of Securities Offered
- Indicates the types of securities (equity, debt, etc.) being offered in the offering statement.
Jurisdictions in Which Securities are to be Offered
- Indicates the states and jurisdictions where the issuer intends to offer the securities.
Unregistered Securities Issued or Sold Within One Year
- Provides information about any unregistered securities issued or sold by the issuer within the past year.
Please note that the information provided above is based on the content of the article you shared. For more specific details, it is recommended to refer to the actual Form 1-A filing and consult with legal and financial professionals.