Form S-1 Registration Statement Attorneys – Going Public Lawyers

Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering.  Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial Industry Regulatory Authority when going public. Upon filing, a Form S-1 is reviewed by the  Securities and Exchange Commission, who may render SEC Comments. Once a Form S-1 is declared effective by the SEC, the company becomes subject to SEC reporting requirements.  All companies qualify to use and must comply with Form S-1 registration statement requirements. Private companies going public should be aware of the expansive disclosure required in registration statements filed with the SEC prior to making the decision to go public. Companies conducting securities offerings should also be familiar with the Form S-1 quiet period.

A registration statement on Form S-1 can be used to register various types of securities offerings and transactions with the SEC.   Form S-1 provides issuers with flexibility in the types of securities that can be registered. Hiring the right Form S-1 Registration Statement Lawyer can help the company structure its transaction in the most effective manner. Form S-1 is used more often by issuers than any other type of registration statement form and as a result, it provides flexibility.   Form S-1 registration statements can be used by existing public companies or companies in connection with a going public transactions.  Regardless of whether the company is public or private, Form S-1 can be used to registered various types of transactions. 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 do 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 public?

A. Under most circumstances, any information contained in a registration statement filed with the SEC will immediately become pubic 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. Using Form S-1 as part of a going public transaction involves several steps. First, Form S-1 requires that the issuer provide very specific line item disclosures. 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.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com.   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 and compliance 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 Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com