Form S-1 SEC Review Process – S-1 Requirements Going Public
The Division of Corporation Finance of the Securities and Exchange Commission (SEC) reviews filings and provides companies going public with comments on filings to ensure that its disclosure requirements are being met. This is particularly common for a Form S-1 filing. The SEC issues comment letters for almost every type of filing under both the Securities Act of 1933 and the Securities Exchange Act of 1934. The SEC review process applies in both initial public offerings and direct public offerings.
Generally, when a company sells shares, the shares must be covered by an effective registration statement or exempt from the SEC’s registration statement requirements. Form S-1 is the most commonly used Securities Act registration statement form. In general, registration statements require disclosure of:
- The company’s properties and business;
- The security to be offered for sale; and
- Information about the management of the company.
Following the filing of an S-1 Registration Statement, the SEC completes its review and sends comments to the company regarding the disclosures, The company is then required to file an amendment to the initial S-1 Registration Statement, that includes a response letter to the SEC’s comments. The SEC will then review the amended Registration Statement and response letter and will furnish the company with additional comments if necessary. This can be a lengthy process which can continue until the SEC is satisfied that its disclosure requirements are fulfilled.
SEC response times to the registration statement vary depending on a number of factors including the complexity of the specific filing and state of the market at the time of the filing, among other factors. However, the SEC has reported that its goal is to respond to the initial Registration Statement within 4 weeks. Once the SEC declares the Form S-1 effective, the company can complete its going public transaction by filing a Form 211 with FINRA to seek a stock ticker symbol. Unlike a registration statement on Form 10, Form S-1 creates unrestricted shares. As such, with the proper structure, the Company can meet FINRA’s requirements. Companies not qualifying for a stock exchange often elect to go public on the OTC Markets OTCQB or OTCQX.
For further information, please contact Brenda Hamilton, Securities Attorney at: 101 Plaza Real South, Suite 202 North, Boca Raton, FL, (561) 416-8956, or by email at [email protected]. This securities law article is provided as a general or informational service to clients and friends of Hamilton & Associates Law Group, P.A. 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 prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855