Form S-1 is the registration statement that the Securities and Exchange Commission (SEC) requires domestic issuers to file in order to publicly offer new securities. That is, issuers file S-1s for initial public offerings (IPOs) and follow-on offerings of new securities.
Section 5 of the Securities Act requires issuers to file a registration statement, unless the offering is a private placement. Form S-1 lays out the disclosure and format requirements that an issuer must follow in their registration statements to satisfy Section 5 for offerings of new securities.
Content of an S-1
The primary SEC regulations governing what Form S-1 must contain are Regulation S-K and Regulation S-X. Regulation S-X governs the form and contents of financial statements in the registration statement, and Regulation S-K governs all other content.
The Form S-1 consists of two parts. Part I is the prospectus, excluding the cover page. It contains the core disclosures of Form S-1, giving an account of the issuer’s business operations and disclosing the issuer’s financials. The summary, risk factors section, management’s discussion and analysis (MD&A), and selected financial data are some of the most important disclosures in part I. The summary contains a brief description of the issuer’s business operations and often condensed tables of the issuer’s income statement, balance sheet, and pro forma financial information. The risk factors section discloses the main risks that the company faces. This section could be vital in the event that an investor sues for securities fraud on the basis that the company failed to disclose a material risk. It is therefore generally encouraged that issuers disclose their risks robustly and candidly. The MD&A section is a narrative account of the company’s financial performance by the management. Issuers must also disclose audited financial statements such as income statements, balance sheets, and per share financial information.
Part II contains supplemental information that the SEC does not require the issuer to disclose. This could include expenses the issuer incurred to conduct the offering, recent private placements of securities, and additional financial information.
[Last updated in January of 2022 by the Wex Definitions Team]