What is SEC Form S-1?

SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange. Companies usually file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 requires companies to provide information on the planned use of capital proceeds, detail the current business model and competition and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.

SEC Form S-1 is also known as the registration statement under the Securities Act of 1933. Additionally, the SEC requires the disclosure of any material business dealings between the company and its directors and outside counsel. Investors can view S-1 filings online to perform due diligence on new offerings prior to their issue.

Foreign issuers of securities in the U.S. do not use SEC Form S-1 but instead must submit an SEC Form F-1.

Key Takeaways

  • SEC Form S-1 is an SEC registration required for U.S. companies that want to be listed on a national exchange.
  • It is basically a registration statement for a company that is usually filed in connection with an initial public offering.
  • Any amendments or changes that have to be made by the issuer are filed under SEC Form S-1/A.
  • The issuer is responsible for any material misrepresentations or omissions.

How to File SEC Form S-1

Companies can use the SEC's online EDGAR (the Electronic Data Gathering, Analysis, and Retrieval) system to submit forms, including Form S-1, that are required by the SEC. Individuals or companies have to first fill out a Form ID, an electronic application that is used to apply for a CIK (Central Index Key) and to get access codes in order to file on EDGAR. EDGAR Filers Quick Reference Guides provide guidance on all the required steps as well as technical specifications and answers to FAQs.

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. It also described Eventbrite's business and historical financial information.