What Is Form S-1?

Required by the Securities and Exchange Commission (SEC), a Form S-1 is the initial registration that must be filed by a United States company in advance of an Initial Public Offering (IPO). SEC Form S-1 is also known as the registration statement under The Securities Act of 1933 and a registration is required before a security can be offered on a public exchange like the NYSE, NASDAQ or AMEX exchanges. (Foreign companies may register with the SEC but would use the SEC Form F-1 instead.) In the Form S-1, companies are required to furnish the details on their business model, planned use for capital proceeds, price per share and detailed financials. A filing company must also furnish a prospectus, offering price methodology and information whether any dilution to other listed securities will occur. In addition, the company will need to submit a disclosure of any material business conducted between the company and its directors and external counsel.

Like other forms, the submission is entered into the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) online filing system.

Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. However, since April 2012, the JOBS Act allows emerging growth companies to keep their Form S-1 confidential up to 21 days prior to their IPO road show. Form S-1/A is used for filing amendments to a previously filed Form S-1.

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