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FORM S-1 REGISTRATION STATEMENTS

WHAT COMPANIES NEED TO KNOW ABOUT FORM S-1 & GOING PUBLIC

Form S-1 Benefits & Going Public


When a company sells shares, the shares must be covered by an effective
registration statementor exempt from the Securities & Exchange Commissions
registration statement requirements.
Form S-1 is the most commonly used registration statement form. The form offers
flexibility to issuers allowing issuers to structure their securities offerings in a variety of
ways depending upon their particular needs.
All companies qualify to use Form S-1 regardless of their size, line of business and type
of security being registered.
Even after The Jumpstart Our Business Startups Act (JOBS Act), Form S-1 is the most
commonly used method of raising capital and going public. The Form can be used to
register shares for seed stockholders or larger accredited investors. Form S-1 provides
transparency to investors and provides a cost and time effective solution for companies
seeking to raise capital and go public.

Form S-1 & The JOBS Act


The JOBS Act allows an emerging growth company to submit a draft of its Form S-1
registration statement and exhibits to the Securities and Exchange Commission
(SEC) on a confidential basis.
This is particularly useful to companies ingoing public transactionswho are
unfamiliar
with
the
SECregistration statement process.
Issuers
filing

initial public offeringsas well asdirect public offeringscan submit their filings on a
confidential basis.
All issuersqualify to register securities on Form S-1 and it is the most commonly used
registration statement in going public transactions. Using Form S-1 eliminates many
of risks and costs of reverse mergers and public shell companies including DTC Chills,
Global Locks and SEC trading suspensions.

Form S-1 Structures In Going Public Transactions


Form S-1 can be used for a variety of securities offering structures. The most common
structures are discussed below.
Initial Public Offerings-IPO
An IPO is used in a going public transaction where an investment banking firm assists
the private company with raising capital by selling securities that have been registered
underwith the SEC. Many will not meet the income, asset, revenue or capital
requirement standards that investment banking firms now have for IPOs and as a result,
these issuers conduct direct public offerings.
Direct Public Offerings DPO
A Direct Public Offering involves registering securities with the SEC on a Form S-1
Registration Statement, either on its own behalf in a primary offering or on behalf of its
selling security holders in a secondary offering. Direct Public offerings are frequently
used to raise capital in connection with going public transactions that involve filing a
registration statement on Form S-1.

Secondary Offerings Selling Shareholder Registration Statements


Going Public Transactions can be structured a variety of ways. Many going public
transactions involve the filing of a secondaryregistration statement registering shares
held by existing stockholders so that the company can meet FINRAs requirements for
Form 211 and assignment of a stock ticker symbol. This type of offering is also known as
a secondary offering. In a secondary registration statement, the issuer does not receive
any proceeds from the sale of the securitiessubject to the registration statement and
such proceeds are received by the selling stockholders.

Form S-1 Disclosures


Private companies going publicshould be aware of the expansive disclosure required by
Form S-1 prior to making the decision to use Form S-1 to go public. A registration
statement on Form S-1 hastwo principal parts. Part I of the registration statement is
the prospectus which requires that the company provide line item disclosures about its
business operations, financial condition, and management. Part II containsinformation
that doesnt have to be delivered to investors.

Financial Statements in Form S-1 Registration


Statements|Going Public
Form S-1 requires financial statements be audited by a firm that is a member of the
Public Company Accounting Oversight Board (PCAOB). SEC rules allow smaller
reporting companies to provide less financial information than larger reporting issuers.
Rule405 defines a smaller reporting company as a company that:(i) had a public float
of less than $75 million as of the last business day of its most recently completed
second fiscal quarter, computed by multiplying the aggregate number of shares of its
common equity held by non-affiliates by the price at which the common equity was last
sold, or the average of the bid and asked prices of common equity, inits principal
market; (ii)in the case of an initial registration statement under the Securities Act or
Exchange Act for shares of its common equity, had a public float of less than $75 million
as of a date within 30 days of the date of the filing, computed by multiplying the
aggregate number of such shares held by non-affiliates before filing plus the number of
such shares included in the registration statement by the public offering price of the
shares; or (iii)if the public float as calculated under paragraph (i) or (ii) above is zero,
had annual revenues of less than $50 million during the most recently completed fiscal
year for which audited financial statements are available.

Financial StatementRequirements in Form S-1 l Larger Issuers


The financial statements required for a company that does notqualify asa smaller
reporting company are:
Audited balance sheets (consolidated if you have subsidiaries) as of the end of each
of the two most recent fiscal years orif your company been in existence for less than
one fiscal year, an audited balance sheet as of a date within 135 days of the date of
filing the registration statement.
Audited statements of income and cash flows for each of the three fiscal years
preceding the date of the most recent audited balance sheet being filed or such shorter
period as the issuer has been in existence.
Interim reviewed financial statements for the current period if the filing is more than
135 days after the end ofthe issuersfiscal year end.
Each amendment must include updated interim or audited financial statements if the
financial statements in the prior filing are more than 135 days old.

Smaller Reporting Company Disclosures in Form S-1


Registration Statements
Smaller reporting companies going public may elect to provide the following disclosures
in their registration statement:
Audited balance sheet as of the end of each of the most recent two fiscal years, or as
of a date within 135 days if the issuer has existed for a period of less than one fiscal
year.
Audited statements of income, cash flows and changes in stockholders equity for
each of the two fiscal years preceding the date of the most recent audited balance
sheet (or such shorter periodthat the issuer has been in business).
Interim reviewed financial statements for the current period if the filing is more than
135 days after the end of your fiscal year.
Date of financial statements: Each amendment must include updated interim or
audited financial statements if the financial statements in the prior filing are more than
135 days old.

Business & Operations Disclosure inForm S-1 Registration


Statements
This business sectionoftheregistration statementdescribes the general character of
the issuers business and includes a brief description of the organizational history of the
company, its principal products and services, potential markets and customers,
methods for distributing products and services, availability of raw materials, intellectual
property, competitive conditions, research and development expenses, costs
associated with complying with regulations, and the number of full and part time
employees.

Risk Factor Disclosures in Form S-1 Registration Statements


The risk factor section of a Form S-1 registration statementdescribes the risks and
uncertainties of investing in the issuer. This may include limited financial resources, a
limited operating history, adverse economic conditions in a particular industry, lack of a
market for the securities offered, industry competition, government regulation, and/or
reliance on key personnel or on a limited number of suppliers, distributors, or
customers.

Officer & Director Disclosures in Form S-1 Registration


Statements
Form S-1 requires that the issuer provide detailed disclosure about a companys
executive officers including, among other information:
The names and ages of all its executive officers and all persons chosen to become
executive officers.
All positions and offices with the company held by each executive officer.
The term of office of each executive officer and the period during which he or she has
served as an executive officer.
Any arrangement or understanding between any executive officer and any other
person(s) (naming that person) under which the executive officer was or is to be
selected as an executive officer.
Each executive officers business experience during the past five years, including the
executive officers principal occupations and employment; the name and principal
business of any corporation or other organization in which those principal occupations
and employment were carried on; and whether any of those corporations or
organizations is a parent, subsidiary or other affiliate of the company.

Officer & Director Disclosures in Form S-1 - Continued


Form S-1 also requires that the issuer provide information about the issuers
compensation and benefits plan, material transactions between the issuer and its
officers and directors, as well as material legal proceedings involving the issuer or its
officers and directors.

Form S-1 Incorporation By Reference


Form S-1 registration statements, require expansive disclosure of all items required by
Regulation S-K.An issuer can incorporate certain information into its Form S-1 if it is
already a public company subject to the reporting requirements of the Securities
Exchange Act that has filed all Exchange Act reports during the past 12 months that
were required to be filed and has filed an annual report on Form 10-K for its most recent
fiscal year.
Issuers meeting these requirements can incorporate its Exchange Act reports that have
been filed on or before the date of the Form S-1 registration statement. The Form S-1
registration statement will not be continuously updated every time the issuer files a
new Exchange Act report.

Form S-1 Incorporation By Reference - Continued


The issuer can amend its registration statement to include any Exchange Act reports that
are filed between the date of the original filing of the registration statement and the date
of the amendment.

Form S-1 SEC Comments & Effectiveness of the Registration


Statement
The SEC reviewsregistration statements including those on Form S-1 for compliance with
its disclosure requirements. If a registration statement is not complete or inaccurate, the
SEC will render comments to the Company.The company must respond to the comments
and provide amendments to its registration statement addressing any deficiencies. Once
the
SEC
issatisfied
that
the
registration
statement
complies
withits
disclosure requirements it will declare the registration statement effective. Once the SEC
declares the registration statement effective, the issuer should file a post-effective
amendment to incorporate any Exchange Act reports that were filed after the S-1 effective
date. Alternatively, the issuer can file and distribute a prospectus supplement containing
the information from the Exchange Act reports filed after the registration statement

Misstatements in Form S-1 Registration Statements


If the registration statement, at the time it becomes effective, contains an untrue
statement of a material fact or omits to state a material fact necessary to make other
statements not misleading, Section 11 of the Securities Exchange Act of 1933 imposes
liability on the issuer and itsmanagement as well as other third parties.
The Securities Act holds individuals who help prepare a registration statement on behalf
of an issuer responsible for any misrepresentations and omissions in the registration
statement.
Section 11(a) of the Securities Act,15 U.S.C. 77k(a), makes several categories of
persons and entities responsible for material misstatements or omissions in a registration
statement.
A majority of the issuers board of directors, as well as its principal executive officer or
officers, principal financial officer, and its controller or principal accounting officer, must
sign the registration statement used in the going public transaction.

Misstatements in Form S-1 Registration Statements - Continued


The issuer, as well as each signer is subject to potential civil liability under 11(a) of the
Securities Act for material misstatements or omissions in the registration statement.
In addition, any person who controls the issuer or any other responsible party is subject to
liability. In addition to the issuer and its officers and directors, attorneys, accountants and
underwriters are liable under Section 11(a) of the Securities Act.
Going publictransactions are often complex. They can be structured in a variety of ways,
and can offer a number of risks. If not properly structuredgoing publictransactions can
result in a company becoming subject to the SECs reporting requirements without a
ticker symbol.
If you are going to offer and sell securities, or go public using an SEC registration statement
you will need the assistance of an experienced securities lawyer to guide you through the
registration process and ensure all required disclosures are made.

For further information about thissecurities law blog post, please contact
Brenda Hamilton,Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca
Raton Florida,(561) 416-8956, by email atinfo@securitieslawyer101.comor visit
www.securitieslawyer101.com. Thissecurities law blogpostis provided as a general
informational service to clients and friends ofHamilton & Associates Law Group, P.A.and
should not be construed as, and does not constitute legal advice on any specific matter,
nor does this message create an attorney-client relationship. Please note that the prior
results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com

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