Going Public Using an S-1
Using a Form S-1 Registration Statement to Go Public
Private companies that go public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) to go public. When a Form S-1 Registration Statement is used to go public, the company will submit the Registration Statement to the Securities & Exchange Commission (the “SEC”), registering securities it plans to sell or securities held by its shareholders (“Selling Shareholders”).
SEC Comments on Form S-1 Registration Statements
Smaller Reporting Companies that go public using Form S-1 should anticipate SEC comments to the Registration Statement from the SEC. The SEC reviews and may comment on the disclosures in the Form S-1 Registration Statement. Upon confirmation that the SEC is satisfied that the issuer’s disclosures satisfy the requirements of the securities laws, the SEC will declare the Registration Statement effective, and the securities may be sold.
Going Public and the S-1 Registered Offering
Private companies that go public can file a registration statement to register their own securities in a direct public offering (“DPO”) or an initial public offering (“IPO”). Securities sold in a DPO are sold directly by the private company going public, and securities sold in an IPO are sold by an underwriter, which is typically a registered broker-dealer.
Selling Shareholder Registration Statements
Another popular method for smaller companies to go public is to register shares for Selling Shareholders. A Selling Shareholder Registration Statement is used when the issuer previously sold its securities to investors, usually relying upon either a Regulation D Offering or private placement, and then subsequently registers those shares for resale on a Form S-1 Registration Statement.
Registration Statements and the SEC’s Reporting Requirements
A private company seeking to go public by filing a Registration Statement must comply with the SEC’s reporting requirements under the Securities Exchange Act of 1934 as amended. The company must file periodic reports that include annual reports on Form 10-K, quarterly reports on Form 10-Q and current information reports on Form 8-K. The financial statements included in a Form 10-K must be audited by an auditor registered by the Public Company Accounting Oversight Board (“PCOAB”), and the 10-Q financials must be reviewed by a PCOAB registered auditor.
Issuers filing a Registration Statement on Form 10 or Form 8-A under the Exchange Act must comply with the SEC’s proxy rules.
FINRA Form 211
Once a Registration Statement is declared effective by the SEC, a private company seeking to go public must locate a sponsoring market maker to file the information required by SEC Rule 15c2-11 so that it can obtain a stock ticker symbol. Like the SEC, the Financial Industry Regulatory Authority (“FINRA“) reviews the 15c2-11 information. Once FINRA is satisfied that sufficient information has been provided and due diligence has been undertaken by the sponsoring market submitting the 15c2-11 information, it will assign a trading symbol to the private company.
For more information about going public, securities law or our other services, please contact Brenda Hamilton, securities attorney, at 200 E. Palmetto Park Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E. Palmetto Park Rd., Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com
