Go Public by an SEC Registered Offering
Posted on February 1, 2012 by Brenda Hamilton, Attorney
Private companies can go public using an
offering registered (“Registered Offering”) under the Securities Act of 1933, as
amended (the Securities Act”). In a Registered Offering, the private company
files a Registration Statement with the SEC, typically on Form S-1 registering
securities it plans to sell or securities held by its shareholders (“Selling
Shareholders”).The Securities and Exchange Commission (the “SEC”) reviews
and often comments on the disclosures provided in the S-1 Registration
Statement. Upon confirmation that the SEC is satisfied that the disclosures
satisfy the disclosure requirements of the securities laws, it will declare the
Registration Statement effective and the securities may be sold.
When a Company goes public using a Registration Statement, the SEC does not
comment on, nor does it have the authority to deny effectiveness of a
Registration Statement based upon the private company’s business or
operations, potential success or its offering.
Going Public and the S-1 Registered Offering
Private Companies seeking to go public can register their own securities in a
direct public offering or an initial public offering (“IPO”). Securities sold in a
direct public offering are sold directly by the private company going public and
the securities sold in an IPO are sold by an underwriter, who is typically a
registered broker dealer.
Another method for a private company to go public using a Registered Offering
is through a Selling Shareholder Registered Offering. In a Selling Shareholder
Registered Offering, the issuer sells its securities to investors usually relying
upon either a Regulation D offering or private placement then subsequently
registers those shares for resale.
Registration Statements and the SEC’s Reporting Requirements
A private company that goes public using a Registered Offering becomes subject
to the SEC’s reporting requirements under the Securities Exchange Act of 1934.
The company must file periodic reports that include reports on Form 8-K,
quarterly reports on audited financial statements audited by an auditor
registered by the PCOAB and the 10-Q financials must be reviewed by a PCOAB
FINRA Trading Symbol Assignment
Once a Registration Statement is declared effective by the SEC, the private
company may locate a sponsoring market maker to file the information required
by SEC Rule 15c2-11. Like the SEC, FINRA reviews the 15c2-11 information.
Once FINRA is satisfied that sufficient information has been provided and due
diligence has been undertaken by the sponsoring market submitting the 15c2-
11 information, it will assign a trading symbol to the private company.
Securities lawyer, Brenda Hamilton provides legal advice to private companies
and public companies in securities matters including SEC registration, Rule 144
resales and going public transactions.
For further information about this article, please contact Brenda Hamilton,
Securities Attorney at 101 Plaza Real S, Suite 201 S, Boca Raton Florida, (561)
416-8956, by email at firstname.lastname@example.org. This memorandum
is provided as a general informational service to clients and friends of Hamilton
& Associates Law Group and should not be construed as, and does not
constitute, legal and compliance advice on any specific matter, nor does this
message create an attorney-client relationship. For more information concerning
the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule
6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings,
Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form
10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC
Chills, Global Locks, reverse mergers, public shells, go public direct transactions
and direct public offerings or please contact Hamilton and Associates or visit