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SEC Form S-1

SEC Form S-1
InvestingFundamental Analysis

What is SEC Form S-1?

SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have a S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange. Companies usually file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 requires companies to provide information on the arranged use of capital proceeds, detail the current business model and competition and provide a brief prospectus of the arranged security itself, offering price methodology and any dilution that will happen to other listed securities.

SEC Form S-1 is also known as the registration statement under the Securities Act of 1933. Furthermore, the SEC requires the disclosure of any material business dealings between the company and its directors and outside counsel. Investors can see S-1 filings online to perform due diligence on new offerings prior to their issue.

Foreign issuers of securities in the U.S. try not to use SEC Form S-1 however instead must submit a SEC Form F-1.

The most effective method to File SEC Form S-1

Companies can use the SEC's online EDGAR (the Electronic Data Gathering, Analysis, and Retrieval) system to submit forms, including Form S-1, that are required by the SEC. Individuals or companies need to first fill out a Form ID, an electronic application that is used to apply for a CIK (Central Index Key) and to set access codes up to file on EDGAR. EDGAR Filers Quick Reference Guides provide guidance on every one of the required steps as well as technical specifications and answers to FAQs.

Form S-1 has two parts. Part I, which is also called the prospectus, is a legal document that requires information on the following: business operations, the use of proceeds, total proceeds, the price per share, a description of management, financial condition, the percentage of the business being sold by individual holders and information on the underwriters.

Part II is not legally required in the prospectus. This part includes recent sales of unregistered securities, exhibits and financial statement schedules.

The issuer will have liability if there are material misrepresentations or omissions.

Correcting SEC Form S-1

The form is sometimes amended as material information changes or general market conditions cause a postpone in the offering. In this case, the issuer needs to file Form S-1/A. The Securities Exchange Act of 1933, often referred to as the Truth in Securities law, requires that these registration forms be filed to disclose important endless supply of a company's securities. This helps the SEC accomplish the Act's objectives: expecting investors to receive significant information with respect to securities offered and restrict fraud in the sale of the offered securities.

An abbreviated registration form is the S-3, which is for companies that don't have the same continuous reporting requirements.

Investors focus on the information a company supplies in its SEC Form S-1 filing to come to a conclusion about whether they need to invest in its stock during an initial public offering.

Illustration of a SEC Form S-1 Filing

Eventbrite, Inc., a global tagging and event tech platform, completed its IPO in September 2018, pricing 10 million shares at $23. There was an initial S-1 form filed in August, followed by five S-1/A filings. The initial filing incorporated a proposed maximum dollar amount the company planned on raising, the underwriters, its strategies for growth and a clarification of the dual classes of stock. It also described Eventbrite's business and historical financial information.

Highlights

  • Any amendments or changes that must be made by the issuer are filed under SEC Form S-1/A.
  • The issuer is responsible for any material misrepresentations or omissions.
  • SEC Form S-1 is a SEC registration required for U.S. companies that need to be listed on a national exchange.
  • It is basically a registration statement for a company that is usually filed regarding an initial public offering.