SEC Form 424A

What Is SEC Form 424A?

SEC Form 424A is a prospectus form that a company must file with the Securities and Exchange Commission (SEC) on the off chance that it has rolled out significant improvements to a previously-filed prospectus submitted as part of its registration statement.

Form 424A offers significant amendments to a company's original S-1 or S-2 filings past just filling in any blanks left on the S-1. A company must give five copies of every prospectus form prior to the effective registration date of the change.

Understanding SEC Form 424A

A prospectus is a printed legal document that companies publish prior to selling a security. The form provides financial information about the company and the securities it is making ready to move, including details with respect to investment objectives, risks, and fees.

Prospectuses are important disclosure documents that give likely buyers and investors important information about the financial security of a company. Their contents ordinarily incorporate details of the company's business, biographies of its directors and officers, their compensation, financial statements, any pending litigation including the company, and some other important material information, including a listing of the company's material property holdings. Prospectuses may also contain information about a company's stocks, bonds, mutual funds, and other investment holdings.

Initial filings are made with forms S-1 and S-2, and the 424A prospectus is used to amend these initial filings. As indicated by the SEC:

(a) Except as given in passage (f) of this section, five copies of each and every form of prospectus sent or given to any person prior to the effective date of the registration statement which varies from the form or forms of prospectus remembered for the registration statement as filed pursuant to \u00a7 230.402(a) of this chapter shall be filed as a part of the registration statement not later than the date such form of prospectus is first sent or given to any person: Provided, in any case, That main a form of prospectus that contains substantive changes from or additions to a prospectus previously filed with the Commission as part of a registration statement need be filed pursuant to this section (a).

The previously mentioned section f stipulates that these rules don't make a difference to prospectuses of an investment company registered under the Investment Company Act of 1940, other than a registered closed-end investment company. Similar documents to SEC Form 424A incorporate SEC Form 424B1, which covers new information excluded from previous filings, and SEC Form 424B3, which is used to uncover substantive facts or events that arose after the previous filing without changing the prospectus in original form.

Special Considerations

In the United States, any company that wishes to offer securities available to be purchased must file a prospectus with the SEC. The SEC must then declare this registration statement effective for the securities issuer to use it to settle sales of its offerings.

A underwriter will usually assist with setting up the prospectuses and may serve as their issuing manager, distributing the prospectus to shareholders and interested investors. Since 1996, the SEC has required that prospectuses be filed in SGML-coded format for easy transferring to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database, where they are made accessible to the public online.

The EDGAR database, and similar databases used in different nations, consider the widespread distribution of prospectuses and other SEC filing documents.

Highlights

• SEC Form 424A is a prospectus form that a company must file in the event that it makes significant changes to a previously-filed prospectus submitted as part of its registration statement.
• Form 424A offers significant amendments to a company's original S-1 or S-2 filings.
• A company must give five copies of every prospectus form prior to the changes effective registration date.