Form S-1 Registration Statement Lawyers Q&A
Going Public with Form S-1 Going public is a big step for any company. As going public attorneys, we frequently address common issues that arise during the going public process. This blog post addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process.
Q. How to I register a securities offering for my company with the Securities and Exchange Commission (“SEC”)? A. If you decide that you want to register a public securities offering, the Securities Act of 1933, as amended (the “Securities Act”) requires your company to file a registration statement with the SEC before it can offer or sell its securities.
Q. Will the information contained in my company’s registration statement be public? A. Under most circumstances, any information contained in a registration statement filed with the SEC will immediately become public upon filing. Q. What registration statement form should my private company use in its going public transaction? A. All companies can file a registration statement on Form S-1 to register securities and Form S-1 is frequently used in going public transactions.
Q. What information is contained in a Form S-1 registration statement?
A. An S-1 Registration statement has two principal parts. Part I of the Prospectus is the “selling” document. The prospectus contains material disclosures about a company’s business operations, financial condition, and management. Registration statements also must include financial statements audited by an independent certified public accountant registered with the Public Company Accounting and Oversight Board (“PCAOB”). The company must provide the prospectus to all persons who purchase the securities registered as well as anyone who is made an offer to purchase the securities. Part II of the Prospectus contains additional information that the company is not required to deliver to investors. Even though the company is not required to provide this information. It is available on the SEC’s website.
Q. Will the SEC review my company’s registration statement?
A. The SEC reviews registration statements including those on Form S-1 for compliance with its disclosure requirements. If a registration statement is not complete or inaccurate, the SEC will render comments to the Company. The company must respond to the comments and provide amendments to its registration statement addressing any deficiencies. Once the SEC is satisfied that the registration statement complies with its disclosure requirements it will declare the registration statement effective.
Q. When can my company sell its securities subject to a Form S-1 registration statement? A. The company can sell its securities when the SEC declares the S-1 registration statement effective.
Q. When can the SEC refuse to declare a registration statement on Form S-1 effective or suspend the effectiveness of a registration statement? A. The SEC can refuse to declare a registration statement effective or suspend the effectiveness of a registration statement if it concludes that it is misleading, inaccurate, or incomplete. Q. When my company’s registration statement is declared effective, will my company receive a ticker symbol? A. No, FINRA assigns ticker symbols. In order to obtain a ticker symbol, a sponsoring market maker must submit a Form 211 with FINRA on the company’s behalf. Any company planning to offer and sell securities, or go public using an SEC registration statement requires the assistance of an experienced securities lawyer to guide it through the SEC registration process and ensure all required disclosures are made. Hamilton & Associates has assisted issuers with going public transactions and SEC registration statements on Form S-1 for more than ten years.
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