Going Public Using a Form S-1 Registration Statement

Going Public Using a Form S-1- 2018

Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is used, the company files it with 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 going public should anticipate SEC comments to the Registration Statement. The SEC reviews and often comments on the disclosures provided in the Registration Statement. Upon confirmation that the SEC is satisfied that the disclosures satisfy the disclosure requirements of the securities laws, it will declare the Registration Statement effective and the securities may be sold.

Going Public and the S-1 Registered Offering

Private companies seeking going 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 seeking to go public and the securities sold in an IPO are sold by an underwriter who is typically a registered broker dealer.

Selling Shareholder Registration Statements

Another popular method of going public for smaller companies involves using a Registration Statement involves registering shares for Selling Shareholders. In a Selling Shareholder Registration Statement, the issuer sells its securities to investors usually relying upon either a Regulation D Offering or private placement, 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 going public by filing a Registration Statement must comply the SEC’s reporting requirements under the Securities Exchange Act of 1934 as amended. The company must file periodic reports that include reports on 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 an auditor registered by the Public Company Accounting Oversight Board (“PCOAB”), and the 10-Q financials must be reviewed by a PCOAB registered auditor.

If the issuer files a Registration Statement Form 10 or Form 8-A then it will be required to 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 and obtain a stock trading symbol must locate a sponsoring market maker to file the information required by SEC Rule 15c2-11. Like the SEC, 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 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 A / Regulation 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-1, Form 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-Q, Form 10-K and Form 8-K, Form 6-K and SEC Schedule 14C Information 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.