Form 8-A and Form 10 Registration Statements

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the Securities Exchange Act of 1934 (“Exchange Act”), covering a class of securities. This allows the issuer to list the securities registered in the initial or direct public offering on a national securities exchange.  An Exchange Act registration statement cannot be used to go public or register a DPO or IPO and it does not create unrestricted shares.Form 10 and Form 8-A Registration Statements under the Securities Exchange Act

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the Securities Exchange Act of 1934 (“Exchange Act”), covering a class of securities. There are two types of Exchange Act registration statements. These are Form 10 and Form 8-A. This allows the issuer to list the securities registered in the initial or direct public offering on a national securities exchange.  An Exchange Act registration statement cannot be used to go public or register a DPO or IPO and it does not create unrestricted shares.

Form 8-A and Form 10 are Exchange Act registration statements used to register a class of securities pursuant to Section 12(g) of the Exchange Act.  Form 10 disclosures are similar to those found in a Form S-1 Registration Statement under the Securities Act. Form 8-A requires significantly less disclosure than Form 10.  Because of this, Form 10 is rarely used by issuers which are required to file reports under Section 13 or 15(d) of the Exchange Act.

Form 8-A makes Exchange Act registration simple for issuers that file registration statements for initial public offerings-IPO’s or direct public offerings-DPO’s under the Securities Act. When an issuer has registered an initial or direct public offering, Form 8-A allows incorporation by reference from the issuer’s Securities Act registration statement.  Issuers that do not file a registration statement covering an initial or direct public offering under the Securities Act, would file a registration statement under the Exchange Act on Form 10 to register a class of securities.  Form 10 requires financial statements and other more extensive disclosure than Form 8-A.

For more information about going public, securities law or our other services please contact a Securities Attorney at Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, 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 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 Law Group, P.A provides ongoing corporate and securities counsel to private companies and public companies listed and publicly traded on the NASDAQ Stock Market, the NYSE MKT or over-the-counter market, such as the OTC Pink, OTCQB and OTCQX. For two decades the Firm has served private and public companies and other market participants in corporate law matters, securities law and going public matters. The firm’s practice areas include, but are not limited to, forensic law and investigations, SEC investigations and SEC defense, corporate law matters, compliance with the Securities Act of 1933 securities offer and sale and registration statement requirements, including Regulation ARegulation A+ , private placement offerings under Regulation D including Rule 504 and Rule 506 and Regulation S and PIPE Transactions as well as registration statements on Forms S-1Form F-1,  Form S-8 and Form S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including Form 8-A and Form 10 registration statements, reporting on Forms 10-QForm 10-K and Form 8-KForm 6-K and SEC Schedule 14CInformation and SEC Schedule 14A Proxy Statements; Regulation A / Regulation A+ offerings; all forms of going public transactions; mergers and acquisitions; applications to and compliance with the corporate governance requirements of national securities exchanges including NASDAQ and NYSE MKT and foreign listings; crowdfunding; corporate; and general contract and business transactions. The firm provides preparation of corporate documents and other transaction documents such as share purchase and exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The firm prepares the necessary documentation and assists in completing the requirements of federal and state securities laws such as FINRA and DTC for Rule 15c2-11 / Form 211 trading applications, corporate name changes, reverse and forward splits, changes of domicile and other transactions. The firm represents clients in London, Dubai, India, Germany, India and throughout the U.S.