S-1 Registration under the Securities Act of 1933

An S-1 Registration Statement is the most common way for a microcap company to “go public.” The S-1 is filed under the Securities Act of 1933, which has two primary goals:

  1. To require that companies provide the public with financial and other significant information concerning securities offered for sale; and
  2. To prohibit “deceit, misrepresentations, and other fraud” in the sale of securities to the public.

The SEC accomplishes these goals by requiring companies to disclose important financial information through the registration of securities following a specific format, such as the S-1.

S-1 Registration Statements for Companies Going Public

More microcap companies have success “going public” on the OTC Bulletin Board and OTC Markets by filing an S-1 Registration Statement than by any other method.

The SEC reviews S-1 Registration Statements to make sure they provide transparent disclosure of important facts and audited financials so that the public is informed of all risks involved in investing in an S-1.

The process of preparing, filing and amending an S-1 based on SEC comments is well known by experienced microcap securities lawyers, like Matt Stout.

What Information Does an S-1 Registration Statement Include?

A properly documented S-1 Registration Statement will provide the SEC with all of the necessary facts, including:

  1. A description of the company’s assets, operations and business model;
  2. A description of the security, such as common stock, to be offered for sale;
  3. Information about management, including the officers and directors of the company; and
  4. Financial statements certified by a PCAOB auditor.

It is important to note that the SEC does not have minimum asset or operations requirements for a company to go public via S-1.   Even start up companies with no revenue and few assets are eligible to file an S-1 Registration Statement.  The only requirement is that the company’s audited financials and disclosures accurately reflect the truth.

SEC Comments and Amendments to an S-1 Registration Statement

An S-1 Registration Statement, including its disclosures, audited financials, and prospectus, becomes visible to the public on SEC.gov as soon as it is posted via the SEC’s EDGAR filing system.

The SEC’s Division of Corporate Finance reviews the S-1 within 30 days of filing and provides SEC Comments, which are requests for clarification and further information.   The company then revises its S-1 Registration Statement to answer the SEC’s questions by filing an S-1/A amendment on SEC.gov.   The SEC Comments, along with a company’s responses, are also made available to the public on SEC.gov after an S-1 is declared Effective.

The SEC Comment and S-1 Amendment process continues for as many rounds as necessary until the SEC is satisfied that the company’s disclosures and financials are clear and understandable to the public.  Once the SEC has approved the last S-1/A, the company files a Request for Acceleration and their S-1 is made Effective.

After the S-1 is Effective, the company’s securities lawyer works with a Market Maker who sponsors the company under 15c211 to obtain its FINRA trading symbol or “ticker.”

S-1 Lawyer Helps Microcap Companies Go Public on the OTC Markets

S1 attorney Matt Stout drafts and amends S-1 Registration Statements for microcap companies and start up entrepreneurs seeking to go public on the OTC Bulletin Board (OTCBB) or OTC Markets (OTCQB).  The S-1 process is handled under an agreed upon flat legal fee, that includes responding to all SEC comments and as many S-1/A amendments as are necessary for the S-1 to be declared Effective.

As part of the S-1 process, companies are introduced to all other service providers needed, including a PCAOB auditor, Transfer Agent, EDGAR filer, and Market Maker who sponsors the company for its FINRA trading symbol after the S-1 is declared Effective.

Entrepreneurs interested in learning more about going public via S-1 Registration Statement can contact OTC securities attorney Matheau J. W. Stout, Esq. at (410) 429-7076 or mstout@otclawyers.com for a free consultation.