What is SEC Form S-1?

The first registration form for new securities the SEC needs for publicly traded firms with U.S. headquarters is SEC Form S-1. Before shares of any security that satisfies the requirements may be listed on a national exchange, such as the New York Stock Exchange, an S-1 filing is required. Typically, businesses submit SEC Form S-1 before their IPO (initial public offering). Companies must submit Form S-1, which includes information on how they intend to utilize the capital proceeds, a description of their present business strategy and competitive landscape, and a short prospectus outlining the anticipated security’s pricing mechanism and any potential dilution from other listed stocks.

The Securities Act of 1933 also refers to SEC Form S-1 as the registration statement. According to SEC regulations, any significant commercial transactions between the corporation, its directors, and outside counsel must also be disclosed. Investors may do due diligence before a new offering is issued by viewing S-1 filings online.

Foreign issuers of securities in the United States must file an SEC Form F-1 instead of the SEC Form S-1.

How to File SEC Form S-1

Businesses may online submit Form S-1 and other SEC-mandated forms using EDGAR, or the Electronic Data Gathering, Analysis, and Retrieval System. To file on EDGAR, individuals or businesses must first complete Form ID, an electronic application used to apply for a Central Index Key (CIK) and get access credentials. The EDGAR Filers Quick Reference Guides include instructions on all necessary procedures, technical details, and answers to frequently asked questions.

Two pieces make up Form S-1. A legal document known as Part I, or the prospectus, is required to include information on the following topics: business operations, the use of proceeds, total proceeds, price per share, financial condition, management description, percentage of the business being sold by individual holders, and underwriters’ details.

The prospectus’s Part II is not legally obligatory. Exhibits, financial statement schedules, and recent sales of unregistered securities are included in this section.

The issuer will be held accountable for any substantial omissions or misrepresentations.

Modifying SEC S-1 Form

Occasionally, the form is modified when there are revisions to important information or when the overall state of the market delays the offering. The issuer must submit Form S-1/A in this instance. These registration forms must be completed to reveal material facts upon registering a company’s shares under the Shares Exchange Act of 1933, also known as the Truth in Securities Law. This aids in the SEC’s accomplishment of the Act’s goals, which include forbidding fraud in selling the offered securities and requiring investors to obtain substantial information about the securities offered.

The S-3 is a shortened registration form intended for businesses without the same continuous reporting obligations.

When deciding whether or not to purchase shares in a business during an IPO, investors refer to the details provided in the firm’s SEC Form S-1 filing.

An illustration of an SEC Form S-1 Submission

September 2018 saw the completion of Eventbrite, Inc.’s IPO, a worldwide platform for event technology and ticketing. Ten million shares were priced at $23. Five S-1/A filings came after the August filing of the first S-1 form. The company’s projected maximum amount to be raised, the underwriters, its growth goals, and an explanation of the two classes of shares were all included in the original filing. It also included a company description and financial data from Eventbrite’s past.

Conclusion

• American firms wishing to list on a national exchange must submit an SEC registration requirement.
• It functions as a company’s registration statement, often submitted with an IPO.
• The issuer files any required modifications or revisions under S-1/A.
• Any substantial omissions or misrepresentations are the issuer’s fault.