Guide to Preparing SEC Form S-1 – A Comprehensive Step-by-Step Overview for Companies Going Public

A Form S-1 registration statement is the primary disclosure document used by companies seeking to go public in the United States. Whether the issuer is conducting an Initial Public Offering (IPO), Direct Public Offering (DPO), resale registration, Regulation A uplisting, or a public offering through a reverse-merger structure, the S-1 is the most versatile and widely used registration form under the Securities Act of 1933.

Because Form S-1 requires comprehensive disclosure—including audited financial statements, detailed business discussions, risk factors, and management information—preparing a compliant filing demands significant coordination among management, auditors, legal counsel, transfer agents, and, in many cases, underwriters or placement agents.

For most companies, the Form S-1 process is the single most time-intensive part of becoming a public company. Proper preparation reduces delays, prevents unnecessary SEC comment cycles, and significantly increases the likelihood of a smooth and timely effectiveness.

This guide explains each stage of preparing a Form S-1, the common pitfalls to avoid, and the steps issuers should follow before submitting the registration to the SEC’s EDGAR system.

1. Completing PCAOB-Compliant Audits & Financial Statements

The Foundation of Every Form S-1 Filing

The SEC requires issuers to include audited financial statements that comply with Regulation S-X and are audited by a PCAOB-registered accounting firm. For most emerging growth companies, this audit will cover the two most recent fiscal years, along with unaudited interim periods.

Financial statement requirements typically include:

• Balance sheets
• Statements of operations
• Statements of stockholders’ equity
• Statements of cash flows
• Notes to financial statements
• Pro forma financials (when required—e.g., mergers, acquisitions, or reorganizations)

Why the audit is usually the longest step:

• Many private companies lack proper accounting controls
• Financial statements often must be reconstructed
• Related-party transactions require extensive documentation
• Revenue recognition issues may require adjustments
• Prior accountants may not have maintained PCAOB standards

Audit delays are the #1 reason S-1 filings stall. Successful issuers begin the audit process months before drafting the registration statement.

2. Corporate Cleanup, Governance Structure & Public Company Readiness

Preparing the Company for SEC Scrutiny and Exchange Requirements

Before filing its S-1, an issuer must ensure its corporate structure, governance framework, and internal documentation meet both SEC disclosure standards and, if applicable, the Nasdaq or NYSE listing rules.

Key governance and corporate readiness tasks include:

A. Updating Articles and Bylaws

Public companies require modernized governance provisions, including:

• Board authority
• Committee structures
• Shareholder voting protections
• Indemnification provisions

B. Establishing Board Committees

National exchanges require:

• Independent audit committee
• Compensation committee
• Nominating/corporate governance committee

Even if an issuer intends to begin trading on OTC Markets, establishing committees strengthens the company’s governance and helps satisfy investor expectations.

C. Appointing Independent Directors

If seeking a Nasdaq or NYSE listing, independent directors are mandatory. For OTC issuers, independent directors significantly enhance credibility.

D. Implementing Internal Controls & Disclosure Controls

Public companies must establish procedures to ensure accurate reporting and timely disclosure of material events under the Exchange Act.

E. Cleaning Up the Cap Table

Before filing S-1, companies must ensure:

• No undocumented issuances
• Proper board approval of all past issuances
• Conversion terms for convertible notes are clearly documented
• No outstanding “toxic” instruments impairing market entry

Corporate cleanup is an essential—but often underestimated—element of S-1 preparation.

3. Drafting the Form S-1 Registration Statement

The Core Disclosure Document

Once the audit and corporate cleanup are underway, counsel begins drafting the Form S-1. The document must be complete, accurate, and consistent, because every statement is subject to SEC review.

A typical Form S-1 includes the following sections:

A. Prospectus Summary

High-level overview of the company, business, strategy, and the securities being offered.

B. Risk Factors

Detailed, tailored disclosure of risks specific to the issuer’s business, industry, regulatory environment, financing structure, and offering. Boilerplate is not acceptable—the SEC routinely comments on generic risk factors.

C. Use of Proceeds

Clear explanation of how offering proceeds will be applied, including working capital, debt repayment, expansion, or acquisitions.

D. Dilution

Presentation of pre-offering vs. post-offering net tangible book value, demonstrating dilution to new investors.

E. Management’s Discussion & Analysis (MD&A)

One of the most important—and most scrutinized—sections.

MD&A must discuss:

• Liquidity
• Capital resources
• Revenue trends
• Operating costs
• Known events and uncertainties
• Trends impacting performance

F. Business Section

Comprehensive disclosure of:

• Products or services
• Strategy
• Customers
• Contracts
• Competition
• Suppliers
• Intellectual property
• Facilities
• Employees

G. Management & Executive Compensation

Detailed disclosure of directors, executive officers, related-party relationships, compensation, and employment agreements.

H. Principal Stockholders

Table showing ownership before and after the offering, including 5% holders.

I. Certain Relationships and Related Transactions

Disclosure of transactions involving insiders, affiliates, founders, or related parties.

J. Description of Securities

Explanation of common stock, preferred stock, warrants, options, conversion features, and anti-dilution provisions.

K. Financial Statements

PCAOB-audited and interim financials, fully compliant with Regulation S-X.

L. Exhibits

Includes:

• Underwriting or placement agreements
• Organizational documents
• Legal opinions
• Consent of counsel
• Audit reports
• Material agreements

Drafting the S-1 is a significant undertaking; each section must be internally consistent and thoroughly substantiated.

4. The SEC Comment Letters

The Interactive Review Process

After the S-1 is filed on EDGAR, the SEC assigns a review team and issues a comment letter, typically within 21–30 days.

SEC comment letters frequently focus on:

• MD&A disclosures
• Revenue recognition
• Related-party transactions
• Risk factor specificity
• Dilution and use of proceeds
• Legal proceedings
• Financial statement compliance
• Exhibits
• Industry-specific issues (mining, biotech, fintech, etc.)

Issuers must respond to each comment with clarification, revised disclosure, or supporting analysis. Most companies undergo two or three comment cycles before the SEC clears the filing for effectiveness.

Common reasons S-1 filings stall:

• Incomplete or non-PCAOB-compliant audits
• Vague MD&A
• Undisclosed related-party transactions
• Boilerplate risk factors
• Inconsistencies across sections
• Failure to explain material contracts or business operations
• Inadequate capitalization disclosure

Proactive preparation significantly reduces the comment cycle length.

5. Preparing for Market Trading & Completion of the Going-Public Process

Transitioning From Registration to Public Company Status

Once the SEC declares the S-1 effective, the issuer’s next steps depend on the chosen pathway.

If conducting an IPO:

• The underwriter prices the offering
• The company closes the offering
• Nasdaq or NYSE approves listing
• Trading begins on the selected exchange

If conducting a DPO:

• The company sells shares directly to investors
• Transfer agent confirms issuances
• Market maker initiates Form 211 with FINRA
• Trading begins—usually on OTCQB or OTCQX

If using S-1 solely for resale or reporting:

• The company becomes an SEC-reporting issuer
• It files 10-K, 10-Q, and 8-K reports going forward
• It may apply for public trading at any time

If uplisting after a reverse merger:

• The company completes the required cleanup
• Audits and disclosures are updated
• Listing application is submitted to Nasdaq or NYSE

In all cases, issuers must implement ongoing disclosure controls, maintain corporate governance standards, monitor insider reporting obligations, and comply with Exchange Act reporting requirements.

Conclusion

A Form S-1 registration statement is the cornerstone of most going-public transactions. Companies that prepare early—by completing audits, improving governance, organizing disclosures, and conducting thorough internal reviews—significantly improve their chances of a smooth SEC process and a successful transition to public company status.

Hamilton & Associates Law Group has guided hundreds of issuers through S-1 preparation, SEC review, and public-market entry across Nasdaq, NYSE, and OTC Markets. Proper planning, proactive disclosure, and experienced securities counsel are essential to achieving a timely and compliant offering.

If you are considering taking your company public or would like to speak with a Securities Attorney, Hamilton & Associates Law Group, P.A. is ready to help. Our Founder, Brenda Hamilton, is a nationally known and recognized securities attorney with over two decades of experience assisting issuers worldwide with going public on the Nasdaq, NYSE, and OTC Markets. Since 1998, Ms. Hamilton has been a leading voice in corporate and securities law, representing both domestic and international clients across diverse industries and jurisdictions. Whether you are taking your company public, raising capital, navigating regulatory challenges, or entering new markets, Brenda Hamilton and her team deliver the experience, strategic insight, and results-driven representation you need to succeed.

To speak with a Securities Attorney, please contact Brenda Hamilton at 200 E Palmetto Rd, Suite 103, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
200 E Palmetto Rd, Suite 103
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com