Tag Archives: go public attorney

S-1 Registration Statements and Incorporating SEC Filings by Reference

S-1 Incorporation by Reference of Previously Filed Exchange Act Reports

The SEC allows S-1 Registration Statement filers to use “backwards” incorporation by reference of previously filed Securities Exchange Act reports, like the 10-K, 10-Q, 8-K and other documents.

When an S-1 becomes Effective the prospectus filed as part of the Form S-1 Registration Statement must identify all previously filed Exchange Act reports and materials that are incorporated by reference.

Incorporation by Reference via Pre-Effective Amendment to an S-1

When an S-1 registrant wants to incorporate by reference an Exchange Act report that is filed after the filing date of the S-1 Registration Statement (or S-1/A) but prior to Effectiveness, a Pre-Effective Amendment must include a specific reference to such Exchange Act report in the Prospectus filed as part of the S-1.

Exchange Act Reports Must Be Readily Accessible on a Website

The ability to incorporate by reference a previously filed Exchange Act reports and other materials in an SEC Form S-1 is only allowed when the Issuer makes its incorporated Exchange Act reports and other materials readily accessible on a website maintained by or for the Issuer.  There are widgets available that make this requirement easy to satisfy, either by providing actual copies of the Exchange Act reports or by providing direct links to the SEC filings on EDGAR.

Microcap Securities Attorney Helps Companies Go Public Via S-1

Management of microcap companies seeking to file an S-1 Registration Statement to go public on the OTC Bulletin Board or OTC Markets OTCQB can contact S-1 Lawyer Matt Stout for a no cost consultation at mstout@otclawyers.com or (410) 429-7076.


Pros and Cons of Going Public

Advantages of Going Public

Entrepreneurs seek to take companies public for many reasons, including:

  1. To raise funds through increased access to capital; and
  2. To create or increase liquidity in the company’s securities, which can provide shareholders with a hope of selling their stock in the open market.
  3. To fund a roll up strategy, in which they acquire other businesses using the public company’s stock as currency.
  4. To attract and compensate consultants and employees by using the public company’s stock, such as in an S-8 Plan.
  5. To create investor awareness of the public company’s brand and technology.

Perceived Disadvantages to Going Public

Entrepreneurs perceive some disadvantages to taking a company public, such as

  1. Going Public via S-1 Registration Statement requires time and some money to complete.
  2. Administrative compliance for SEC filers includes audited financials, and filing SEC reports like 10-K, 10-Q and 8-K.
  3. The public company’s shareholders must be aware of and in most cases approve your corporate actions.
  4. Transparency is required, since financials and disclosures are all available to the general public.

In the end, the decision to go public is made by entrepreneurs who believe that transparency is a good thing, and that securities compliance is a small price to pay for the potential upside and liquidity that is possible for shareholders in public companies.

OTC Markets Securities Lawyer Taking Companies Public

Entrepreneurs can discuss going public under a flat fee via S-1 Registration Statement on the OTC Markets or OTC Bulletin Board with securities lawyer Matt Stout at (410) 429-7076 or mstout@otclawyers.com.