Form S-1 has two parts. Part I, which is also called the prospectus, is a legal document that requires information on the following: business operations, the use of proceeds, total proceeds, the price per share, a description of management, financial condition, the percentage of the business being sold by individual holders and information on the underwriters.
Part II is not legally required in the prospectus. This part includes recent sales of unregistered securities, exhibits and financial statement schedules.
The issuer will have liability if there are material misrepresentations or omissions.
Amending SEC Form S-1
The form is sometimes amended as material information changes or general market conditions cause a delay in the offering. In this case, the issuer needs to file Form S-1/A.
The Securities Exchange Act of 1933, often referred to as the Truth in Securities law, requires that these registration forms be filed to disclose important information upon registration of a company's securities. This helps the SEC achieve the Act's objectives: requiring investors to receive significant information regarding securities offered and prohibit fraud in the sale of the offered securities.
An abbreviated registration form is the S-3, which is for companies that don't have the same ongoing reporting requirements.
Investors look to the information a company supplies in its SEC Form S-1 filing to make a decision about whether or not they want to invest in its stock during an initial public offering.
Example of an SEC Form S-1 Filing
Eventbrite, Inc., a global ticketing and event tech platform, completed its IPO in September 2018, pricing 10 million shares at $23.
There was an initial S-1 form filed in August, followed by five S-1/A filings.
The initial filing included a proposed maximum dollar amount the company intended on raising, the underwriters, its strategies for growth and an explanation of the dual classes of stock.
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