SEC FORM S-1 (Registration of Shares for an IPO of certain U.S. Companies):

Private companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction.  Both options have unique benefits. For Example, All companies qualify to register securities on a Form S-1 Registration Statement, while only certain issuers qualify to use Regulation A+. 

A Form S-1 registration statement has two principal parts which require line item disclosures.  Part I of the Form S-1 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 doesn’t have to be delivered to investors.

 

General Information Requirements in Form S-1 Registration Statements

Four primary regulations apply to the preparation and filing of a Registration Statement on SEC Form S-1. Each is discussed below:

  • Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule.

  • Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1.

  • (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system.

  • Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses.

SEC Form S-1 Registration Statements include: (i) a cover page; (ii) Part I which is known as the prospectus; (iii) Part II which is known as supplemental disclosure) (iv) undertakings; (v) signatures and powers of attorney; (vi) consents; and (vii) required exhibits.

Form S-1 is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the "Save as HTML" option in a word processor). Form S-1 also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes, and pay a fee based on the number and offering price of the shares being registered.

To Retain and Engage STEVE MUEHLER - SECURITIES for a S-1 Registration Statement Filing:

STEVE MUEHLER - SECURITIES regularly works with companies and their legal counsel with respect to the creating and filing of SEC Form S-1; we consider it one of our specialties. Along with the complete custom drafting of the entire SEC Form S-1, our team will proactively assist you in ensuring you have the necessary filing codes to submit the filing and have a plan to pay the required registration fee.

 

After the complete SEC Form S-1 is drafted and approved by your company, STEVE MUEHLER - SECURITIES will convert the approved and finalized S-1 Registration Statement (Prospectus) to SEC EDGAR HTML format, and provide you and your team with an online proof. After obtaining your final approval, we file the Form S-1 with the SEC EDGAR system.

The process of filing and having an S-1 approved by the SEC can take anywhere from two months to a year, depending on amount of material and complexity of the Offering. The entire STEVE MUEHLER - SECURITIES team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.

 

Service(s) to be Provided:

  • Registration of the company with the United States Securities & Exchange Commission.

    • Obtain SEC CIK Number

    • Obtain EDGAR Online Access

  • Registration of the Company with ISIN International, and obtaining an International Stock Identification Number (ISIN).

  • Drafting & Preparation of a Federal Securities Laws Compliant S-1 Registration Statement (Offering).

    • Our Custom S-1 Registration Statement (Offering) includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade S-1 Registration Statement (Offering),

      • all SEC Filing(s) as required via the EDGAR,

      • all ISIN Filings as required

      • Capital Markets filing support (NYSE, NASDAQ, OTC),

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network.

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, DTC Registration, Broker Dealer / Market Maker Fees, Shares Registration Fees paid to the SEC, and/or any Listing Fees associated with a Capital Markets Listing. 

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STEVE MUEHLER - SECURITIES
1055 West 7th Street
Los Angeles, California 90017
Phone: (877) 259-8066
Email: Steve@SteveMuehler.com

STEVE MUEHLER - SECURITIES provides no depository services and is not insured by the FDIC. STEVE MUEHLER - SECURITIES is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. STEVE MUEHLER - SECURITIES does not offer, and does not offer to provide any broker dealer or market maker services. STEVE MUEHLER - SECURITIES operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. STEVE MUEHLER - SECURITIES does not provide financial planning services. STEVE MUEHLER - SECURITIES does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.

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