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 firstname.lastname@example.org 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.