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Form S-1

"Registration Statement Under The Securities Act of 1933"

What is Form S-1?

Form S-1 is a form required by the Securities and Exchange Commission (SEC) for companies that intend to go public and that will offer equity securities properly registered with the SEC. The purpose of the form is to provide investors with key financial and business information regarding a company that will help them to make informed decisions about the company and its securities.

 

Form S-1

 

The form contains the company’s prospectus, which is a precursor to an initial public offering (IPO). It is crucial for investors to be able to look at a company’s prospectus before it goes public in order to determine if and how to invest in the company.

 

Summary: 

  • The S-1 – mandated by the Securities and Exchange Commission (SEC) – requires all companies looking to register their securities to provide information about themselves.
  • Among many pieces of information, the S-1’s primary component is the prospectus, which offers key financial and historical insight into the filing company.
  • A company that submits a Form S-1 with missing or misleading information can be held criminally liable.

 

What is a Prospectus?

A prospectus – as contained in Form S-1– is, again, an SEC-required document that offers information about the filing company, as well as information about the securities it plans to register.

A preliminary prospectus is the first chance the public gets to examine a company and the securities that will be offered.

Among the many pieces of information that a final prospectus contains, the list includes:

  • Total number of shares being made public/being registered with the SEC
  • Information about the company’s underwriters
  • The official name of the issuing company
  • A brief overview of the company, its history, and its financial information

 

Submitting Form S-1

In order to make the process of filing the form simpler, the SEC keeps an online system – the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system – through which Form S-1 can be filed. In order to do this, however, a company must fill out an ID form and an application to get a central index key (CIK) that enables it to be able to file electronically.

 

The Layout of Form S-1

There are two parts to Form S-1. The first part is the prospectus, explained above. It provides all pertinent historical and financial information about the company, what shares are going to be made available, and other key information that an investor may need to know.

The second part of the form is optional. It simply includes information about the sale of securities that are still unregistered by the filer and provides information about the company’s financial statement scheduling (e.g., when its fiscal year begins).

If a filer intentionally fails to put any of the required information on the S-1, or documents information is a way that is misleading, the company can be held liable, both criminally and financially.

 

Additional Resources

CFI is the official provider of the Financial Modeling and Valuation Analyst (FMVA)™ certification program, designed to transform anyone into a world-class financial analyst.

To keep learning and developing your knowledge of financial analysis, we highly recommend the additional CFI resources below:

  • Capital Raising Process
  • Public Securities
  • The 1933 Securities Act
  • Types of SEC Filings

Financial Analyst Certification

Become a certified Financial Modeling and Valuation Analyst (FMVA)® by completing CFI’s online financial modeling classes and training program!