SEC Form S-1

What is SEC Form S-1?

SEC Form S-1 is the initial registration required for a U.S. company. It must be filed before an IPO. Form S-1 is a registration statement under The Securities Act of 1933. A registration is mandatory before a security can be offered on public exchanges like the NYSE, NASDAQ, or AMEX.

Companies must provide information about their business model, intended use of capital, share price, and financials on Form S-1. A filing agent must provide a prospectus. This prospectus must include the offering price methodology. It must also include information on whether any dilution to other listed securities will occur.

The company must disclose any material business conducted between it, its directors, and external counsel. This is in addition to any other requirements. The submission is entered into the SEC’s EDGAR computer system. This system is used for the receipt, acceptance, review and dissemination of documents submitted electronically to the Commission. This process is similar to other forms.

Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. The JOBS Act, since April 2012, allows emerging growth companies to keep their Form S-1 confidential. This can be done 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. Foreign companies may register with the SEC but their filing agent would use the SEC Form F-1 instead. For support and additional information, explore our Capital Markets Transactions solutions