Since an S-1 IPO SEC filing is only something that needs to be filed one time in a company's history, you may be less familiar with it than with annual SEC filings. Learn who needs to file an S-1, why it only needs to be filed once and what information is disclosed on the form.
What Is an S-1 IPO Form?
An S-1 Form is the initial registration that is filed with the SEC when a company first goes public, generally before the initial public offering, or IPO. You may sometimes hear this form referred to as the “registration form,” since it registers the company with the SEC. Because the form is only filed once, chances are you won't need to file an S-1 many times — unless you are a serial entrepreneur.
The SEC requires that this form be filed before public shares can be issued for a company, so make sure to plan for that when creating a timeline for the IPO.
What Does the Form S-1 IPO Contain?
In advance of an IPO, the SEC requires that companies provide detailed information about their business model, share offerings, the price methodology that was used by underwriters and other details. Within the S-1 Form, you will need to explain the business model and how it compares with peers, the process of setting share prices and the planned use of capital raised by selling shares. You will also need to go into detail on the company's board of directors and outside legal counsel if there are other business relationships among these entities that could affect the business offering.
On the prospectus — which is part of the S-1 Form — you will discuss the business operations and its financial condition, the percentage of the business being sold as public shares, the underwriters who were involved in the IPO process, and total proceeds raised by the IPO.
Everything on the Form S-1 must be true and complete at the time of filing. If the SEC finds that some critical information was omitted from the S-1, there could be penalties.
Given that the details of a security offering may change leading up to the IPO, the Form S-1 may need to be amended. Rather than file a second S-1 with the SEC, you can use the related S-1/A if amendments become necessary.
Who Needs to File an S-1 Form?
Any company that is going public with intention to sell its shares on the U.S. stock market must file an S-1. While this is usually done in conjunction with a company's IPO, there are times when companies will file an S-1 even if they aren't planning for an IPO. Business owners who are choosing the direct listing option for taking their company public likewise need to file the S-1 form.
The S-1 only needs to be filed for domestic companies; foreign-held companies that want to sell shares in the U.S. have a different form, known as the F-1.
Why Is an S-1 Necessary?
An S-1 Form is necessary for regulatory purposes, but its value extends far beyond satisfying legal requirements. Consider that interested individuals who are thinking about buying a security can review the S-1 to learn more about the opportunity. While a big IPO — such as that for a Silicon Valley unicorn company — may be high publicized in financial news media, plenty of other companies go public that do not have household names.
Whether the business is a technology sector unicorn or more quotidian, the S-1 Form is generally the easiest way to uncover relevant financial information so that investors can evaluate the investment. Because the S-1 explains the company's valuation, current financials, competitors, market opportunities and other metrics, it allows investors to weigh their options and develop the necessary confidence to buy shares.
What Is the Best Way to File the S-1 SEC Form?
S-1 forms are filed with the SEC by transmitting documentation directly to EDGAR, their file management system. . There are a range of software options for developing SEC filings and transmitting documents to EDGAR — so what sets DFIN’s software, ActiveDisclosure℠, apart from the others ?
ActiveDisclosure℠ contains guided workflows that make it easy to loop in key stakeholders for a collaborative work effort. When everyone can work collaboratively within the same document, there's less chance of administrative errors or version control issues that could lead to inaccurate reports or SEC filings.
Our software is built with validation and tagging features that make it faster and easier to develop compliant and accurate financial reports. Built-in checks within the system prevent you from submitting a document that is incomplete or fails to meet one or more filing requirements.
Plus, there is 24/7/365 customer support should a question arise during the filing process. At DFIN, we consider ourselves partners with all of our customers. We are here to assist with all aspects of the SEC filing process, from the S-1 Form to the annual paperwork you'll need to file throughout the lifetime of a public company.
IPOs can be intensely time-consuming, but there are resources to help speed up parts of the process. Spend time focusing on the metrics that will increase valuation and not on the regulatory documentation. Let DFIN help you with the SEC filings for your enterprise.