What is a securities offering?

To raise funds for expansion, businesses often opt to raise capital through a securities offering. Many small companies offer equity in the form of common stock, while more established companies may also offer bonds representing their debt obligations. To offer equity or debt securities in the U.S., companies must either be registered with the Securities and Exchange Commission (SEC) or exempt from registration in accordance with the federal Securities Act and state securities laws. Equity securities grant partial ownership interest to the purchaser, or stockholder. For equity offerings, a company files articles of incorporation specifying the amount and type of stock it plans to issue. To protect investors, state and federal regulations also require companies to disclose specific information to stockholders.

Unless specifically exempt under the Securities Act, companies are required to file a registration statement with the SEC providing key information about the company, its securities and the offering. Once the SEC declares the registration statement effective, the company is allowed to make its IPO. When a company registers an offering with the SEC, it officially becomes a public company.

Registration statements have two parts. The first is the prospectus, which is the legal offering made by a company issuing securities. The prospectus covers key facts about the issuer’s business operations, risks, daily operations and management in addition to audited financial statements. The issuer must deliver a prospectus to everyone who buys or offers to buy its securities. The second part of the registration statement includes confidential company information the issuer is not obliged to provide to investors, but must file with the SEC.

Companies typically use the SEC Form S-1 to prepare the registration statement for a securities offering. Rules for regulation statement disclosures are outlined in Regulation S-K, and financial statements must be prepared for registration statements in compliance with Regulation S-X. Completed registration statements are filed using the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore our solutions here.

EXPLORE MORE

Annual Meeting and Proxy Solutions

Let our Annual Meeting & Proxy Efficiency Experts help you improve your process, add cutting-edge design features, enhance shareholder connectivity, and save you money.

Learn More
Capital Markets Transactions

Conducting due diligence and preparing regulatory filings when accessing the capital markets puts a huge strain on company resources. Learn how to efficiently execute debt, equity and M&A events.

See the Solution
Capital Markets Transactions

Conducting due diligence and preparing regulatory filings when accessing the capital markets puts a huge strain on company resources. Learn how to efficiently execute debt, equity and M&A events.

See the Solution
Equity, Debt, & IPO Offering Management Services

Explore Toppan Merrill's solutions for equity, debt and IPO offering management and hear from Toppan Merrill experts who can help you navigate the complexities of the IPO lifecycle.

See the Solution
Financial Services Marketing & Communications

Learn how to improve operational efficiency and productivity by streamlining and automating tasks for better enterprise content management and sales enablement.

See the Solution
Health Insurance Marketing & Communications

Explore Toppan Merrill's solutions for pre and post-enrollment member communications. Learn how our single-source-of-truth solution simplifies your omnichannel communications.

See the Solution
Health Insurance Marketing & Communications

Explore Toppan Merrill's solutions for pre and post-enrollment member communications. Learn how our single-source-of-truth solution simplifies your omnichannel communications.

See the Solution
Mandated Communications

Discover solutions to improve your health insurance mandated communications. Shorten review cycles, ensure consistency and maintain compliance with Toppan Merrill's leading-edge software.

See the Solution
Regulatory Disclosure for Corporations

Learn how to effectively and efficiently manage regulatory filings and shareholder communications with Toppan Merrill's solutions and subject matter expertise.

See the Solution
Automated SOX Compliance

Simplify your SOX compliance management process with Toppan Merrill's intuitive, collaborative, SaaS solution. Discover effective tools and processes to reduce risk.

See the Solution
ESEF Inline XBRL Mandate

Explore Toppan Merrill's end-to-end ESEF solution to help manage your filings so you have full confidence knowing that your iXBRL tagging is accurate.

See the Solution
Regulatory Disclosure for Investment Management Companies

Discover resources and solutions for the ever-changing requirements of regulatory compliance for companies compelled to comply with the 1940 Securities Act. Prepare and file with confidence.

See the Solution
Section 16 Filings

Streamline your Section 16 filings with one simple solution, SEC Connect.

Learn More
Insights and analysis: capital markets and regulatory compliance

Expand your expertise with valuable insights on capital market transactions and regulatory disclosures. Explore Toppan Merrill's blogs, articles, white papers and more.

Visit the blog
Insights & Analysis: Capital Markets & Regulatory Compliance

Expand your expertise with valuable insights on capital market transactions and regulatory disclosures. Explore Toppan Merrill's blogs, articles, whitepapers, and more.

Visit the Blog
Insights and Analysis: ESEF

Stay ahead of the ESEF requirements to ensure you are fully prepared for the mandate. Explore articles and compliance resources from our team of ESEF and iXBRL experts.

Visit the Blog
Insights & Analysis: Investment Management Company Compliance

Gain new and timely insights on investment management compliance. Explore articles, case studies, whitepapers and more.

Visit the Blog
Insights and Analysis: Health Insurance Marketing Communications

Gain new and valuable insights on health insurance marketing and communications. Explore Toppan Merrill's articles, blogs, case studies and other resources.

Visit the Blog