What Disclosures Are Required In Form S-1?

Securities Lawyer 101

Form S-1 is 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 registration statement on Form S-1 has two principal parts which require expansive disclosures.  Part I of the registration statement is the prospectus which requires that the company provide certain disclosures about its business operations, financial condition, and management. Part II 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 article, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 201 S, Boca Raton Florida, (561) 416-8956, by email at info@securitieslawyer101.com or visit www.securitieslawyer101.com. 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