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Securities Lawyer 10
www.securitieslawyer101.com
All
companies
qualify
to
register
securities
on
a
Form S-1 registration statement. Private companies going public should
be aware of the expansive disclosure required by in registration
statements filed with the SEC prior to making the decision to go public.
The issuers going public attorney and auditor play significant roles in
drafting these disclosures. A registration statement onForm S-1has two
principal parts which require expansive disclosures. Part I of the
registration statement is the prospectus which requires that the company
provide certain disclosures about its business operations, financial
condition, and management. Part II contains information that doesnt
have to be delivered to investors. A skilled going public attorney can draft
the disclosures for the Form S-1 and assist management in compiling
information required for its auditor.
Rule 405defines 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, in its 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 (1) or (2) 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.
The financial statements required for a company that does not qualify as a
smaller reporting company are:
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 of the issuers fiscal year end.
Smaller reporting companies and their going public attorneys 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.
Interim reviewed financial statements for the current period if the filing is
more than 135 days after the end of your fiscal year.
This section sets forth the planned uses of the proceeds from the
sale of the securities being registered in the registration
statement.
Misstatements in Registration
Statements
Each company going public requires a skilled going public attorney to assist
them in making required SEC disclosures. 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 its management as well as other third parties.
Misstatements in Registration
Statements (cont.)
Securities Lawyer 10
www.securitieslawyer101.com
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