Q: When does a company file a Form S-1?
A: A company files Form S-1 when registering securities with the SEC for the first time, most often ahead of an initial public offering.
Form S-1
Registration Statement
Definition
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.
A company that is already public generally uses a different form, such as Form S-3, for follow-on offerings. The S-1 is specifically the first-time registration.
Details
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, its financial statements are the only public window into the company's performance as a private entity. For a section-by-section walkthrough of how to analyze one, see the guide linked below.
FAQ
Q: What does an S-1 disclose that a 10-K doesn't?
A: An S-1 adds disclosures specific to a first-time offering: use of proceeds, a capitalization table covering every class of equity and its rights, a dilution analysis, and the company's pre-IPO financial history as a private entity.
Q: What is a lock-up period?
A: A lock-up period is the window, typically 90 to 180 days after an IPO, during which insiders and pre-IPO shareholders are contractually restricted from selling their shares. Its expiration can increase selling pressure on the stock.
Related Terms
Further Reading: S-1 Filing Explained: How to Analyze an IPO Prospectus
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