What Is Required In a Form S-1 Registration Statement?

Form S-1 Registration Statement - Securities Lawyer 101

Securities Lawyer 101

Form S-1 registration statements are the most commonly used registration statement form.  It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions.  A Form S-1 registration statement has two principal parts which require expansive SEC disclosures.  Part I of the Form S-1 registration statement is the prospectus which requires that the company provide certain disclosures about its business, financial condition, and management.

Part II of Form S-1 contains information that doesn’t have to be delivered to investors.  The disclosures required by a Form S-1 registration statement are set forth in Regulation S-K and include the following:

  • Front Cover Page and Summary Information
  • Risk Factors
  • Use of Proceeds
  • Determination of Offering Price and Dilution
  • Selling Shareholders and Insiders
  • Plan of Distribution
  • Legal Proceedings and Indemnification
  • Directors, Executive Officers, Promoters, and Control Persons
  • Description of Securities
  • Description of Business
  • Description of Property and Financial Statements
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations
  • Certain Relationships and Related Transactions
  • Market for Common Equity and Related Stockholder Matters
  • Executive Compensation, Indemnification of Officers and Directors, and other Expenses of Issuance and Distribution
  • Expenses of Issuance and Distributions
  • Recent Sales of Unregistered Securities

For further information about this Form S-1 Registration Statements, 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.gopublic101.com.  This memorandum 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.  For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or by email at [email protected].  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates Law Group
Securities Attorneys & Going Public
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855