Form S-1 Registration Statement

Lawyers Q&A

Going Public with Form S-1

Going public is a big step for any company. As going public
attorneys, we frequently address common issues that arise
during the going public process. This blog post addresses the
most common questions we receive about going public using
Form S-1 and the SEC registration statement process.
Q. How to I register a securities offering for my
company with the
Securities and Exchange Commission
(SEC)?
A. If you decide that you want to register a public securities
offering, the Securities Act of 1933, as amended (the
Securities Act) requires your company to file a registration
statement with the SEC before it can offer or sell its securities.

Q. Will the information contained in my companys

registration statement be public?
A. Under most circumstances, any information contained in a
registration statement filed with the SEC will immediately
become public upon filing.
Q. What registration statement form should my private
company use in its going public transaction?
A. All companies can file a registration statement on Form S1 to register securities and Form S-1 is frequently used in
going public transactions.

Q. What information is contained in a Form S-1 registration

statement?
A. An S-1 Registration statement has two principal parts. Part I
of the Prospectus is the selling document. The prospectus
contains material disclosures about a companys business
operations, financial condition, and management. Registration
statements also must include financial statements audited by
an independent certified public accountant registered with the
Public Company Accounting and Oversight Board (PCAOB).
The company must provide the prospectus to all persons who
purchase the securities registered as well as anyone who is
made an offer to purchase the securities. Part II of the
Prospectus contains additional information that the company is
not required to deliver to investors. Even though the company
is not required to provide this information. It is available on the
SECs website.

Q. Will the SEC review my companys

registration statement?
A. The SEC reviews registration statements including those on Form
S-1 for compliance with its disclosure requirements. If a registration
statement is not complete or inaccurate, the SEC will render
comments to the Company. The company must respond to the
comments and provide amendments to its registration statement
addressing any deficiencies. Once the SEC is satisfied that the
registration statement complies with its disclosure requirements it
will declare the registration statement effective.

Q. When can my company sell its securities

subject to a Form S-1
registration statement?
A. The company can sell its securities when the SEC declares
the S-1 registration statement effective.

Q. When can the SEC refuse to declare a registration

statement on Form S-1 effective or suspend the effectiveness
of a registration statement?
A. The SEC can refuse to declare a registration statement
effective or suspend the effectiveness of a registration
statement if it concludes that it is misleading, inaccurate, or
incomplete.
Q. When my companys registration statement is
declared effective,
will my company receive a
ticker symbol?
A. No, FINRA assigns ticker symbols. In order to obtain a
ticker symbol, a sponsoring market maker must submit a
Form 211 with FINRA on the companys behalf.
Any company planning to offer and sell securities, or go
public using an SEC registration statement requires the
assistance of an experienced securities lawyer to guide it
through the SEC registration process and ensure all required
disclosures are made. Hamilton & Associates has assisted
issuers with going public transactions and SEC registration
statements on Form S-1 for more than ten years.

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