Tag Archives: go public via s-1

How to Update the Prospectus for a Continuous Offering on Form S-1

If a microcap company files an S-1 Registration Statement for a continuous securities offering, how should its prospectus be updated to reflect new information in subsequent 10-Q and 10-K reports?

When SEC Form S-1 is used for a continuous offering, the prospectus may should be revised periodically to reflect new information because unlike Form S-3, the S-1 does not provide for incorporation by reference of subsequently filed periodic reports.

Post Effective Amendments to Form S-1

For example, in a continuous offering on a Form S-1 pursuant to Rule 415(a)(1)(ix), an OTCQB company wants to update the prospectus to include Exchange Act reports filed after the effective date of the Form S-1.

In that case, if the company files a post-effective amendment, it could incorporate by reference previously filed Exchange Act reports like the 10-K and 10-Q if it satisfied the conditions in Form S-1 allowing incorporation by reference.

Item 512(a)(1) of Regulation S-K also requires some changes, including a Section 10(a)(3) update, to be reflected in a post-effective amendment.

Rule 424(b) Prospectus Supplement

Other changes can be made in a prospectus supplement filed pursuant to the various categories under Rule 424(b) of the Securities Act of 1933.

S-1 Registration Statement Attorney Free Consultation

Matheau J. W. Stout, Esq. answers questions regarding S-1 Registration Statements and going public via S-1 at mstout@otclawyers.com or (410) 429-7076.  There is no cost for an initial consultation to explain the mechanics of filing an IPO via S-1 in order to become a publicly traded company on the OTC Bulletin Board or OTC Markets.

 

When Does the 90-Day Reporting Period Required by Rule 144(c)(1) Begin?

Companies that go public via S-1 Registration Statement can later file an 8-A12(g) or an 8-A12(b) in order to become “subject to” the reporting requirements of the Securities Exchange Act of 1934 (“Exchange Act”).

Filing the SEC Form 8-A makes the company a “mandatory SEC filer” rather than a “voluntary filer” and allows shareholders to clear restricted stock under a Rule 144 holding period of six months rather than one year.

In order to qualify for the six month holding period under Rule 144, the public company must have been subject to the SEC reporting requirements for 90 days.  The question arises as to when the 90 Day Reporting Period begins.

The Effective Date of the S-1 Starts the 90 Day Reporting Period

When a company goes public via S-1 Registration Statement, and then files a registration statement pursuant to Exchange Act Section 12(g), the 90-day reporting period required by Rule 144(c)(1) begins on the Effective date of the S-1.

Contact Securities Attorney Matt Stout to Discuss Going Public via S-1

Microcap companies seeking to go public on the OTC Bulletin Board and OTC Markets OTCQB via S-1 Registration Statement or to become subject to the Exchange Act can contact S-1 Lawyer Matt Stout at no cost to discuss the process at mstout@otclawyers.com or (410) 429-7076.

 

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 Via S-1

Benefits of Going Public via S-1 Registration

  1. Filing an S-1 Registration Statement may provide increased access to capital.
  2. The new public company may attract increased attention from institutional investors who invest only in S-1 registered stock.
  3. A secondary trading market may develop in the future in securities registered in the S-1.
  4. Filing an S-1 may create a future exit strategy for officers and directors if a public market develops for the public company’s securities.
  5. The public company may attract and retain talented personnel by offering stock, or options through a future S-8 plan.
  6. Once an S-1 is effective and a trading symbol is issued by FINRA, transparency is increased since employees and OTC Markets investors can view a public company’s filings and share price at any time.

Obligations for Companies Filing an S-1 Registration

  1. Companies going public via S-1 Registration Statement must keep SEC filings current so shareholders have sufficient public information describing the company’s management, business model, operations, and audited financials.
  2. New public companies filing an S-1 will incur ongoing administrative and compliance costs to retain a PCAOB auditor and experienced securities lawyer.
  3. Officers and Directors of companies that go public via S-1 Registration Statement may be liable if the Company does not meet its legal and compliance obligations.
  4. Public companies filing an S-1 registration must follow certain rules and provide disclosure when undertaking material corporate actions, including seeking shareholder approval.
  5. S-1 Registration Statements require time and money to do properly, and companies must allocate both in order to go public successfully via S-1.

Experienced S-1 Registration Statement Lawyer Matt Stout

Experienced securities lawyer Matt Stout takes companies public via S-1, and files S-1 Registration Statements for entrepreneurs seeking to go public on the OTC Markets and OTC Bulletin Board.   Entrepreneurs with questions on the going public via S-1 process can contact Matheau J. W. Stout, Esq. at (410) 429-7076 or mstout@otclawyers.com.