Form S-1

Form S-1 is the registration statement a company files with the SEC before offering securities to the public for the first time, most commonly ahead of an initial public offering. It discloses the business, its financial history, the terms of the offering, and the risks of investing, giving prospective public shareholders the information needed to evaluate the company before it starts trading.

A company that is already public generally uses a different registration form, such as Form S-3, for follow-on offerings; the S-1 is specifically the first-time registration.

An S-1 contains much of what a 10-K contains — audited financial statements and risk factors — plus disclosures unique to a first-time offering: the intended use of proceeds, a capitalization table showing every class of equity and its rights, and a dilution analysis. Because it is filed before any public trading history exists, the S-1's financial statements are the only public window into the company's performance as a private entity.

The capitalization table deserves particular attention: pre-IPO preferred stock often carries liquidation preferences that rank ahead of the common stock being offered to public investors, meaning common shareholders can be subordinate to earlier venture investors in a downside scenario. Insiders and pre-IPO shareholders are also typically restricted from selling for a lock-up period, commonly 90 to 180 days after the offering.