Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, November 27, 2013

Prospectus Delivery In Going Public Transactions

Under the Securities Act of 1933 as amended (the “Securites Act”),  issuers conducting direct public or initial public offerings (“IPO”) in going public transactions must adequately disclose material information to investors.
In going public transactions, these disclosures are most often provided in a Form S-1 Registration Statement.   Upon effectiveness of its S-1 registration statement, the issuer provides potential investors with a prospectus which forms a part of the registration statement.  The prospectus consists of two parts.

Part 1 of the Registration Statement
Part I of the registration statement is the prospectus. The prospectus requires the issuer to provide item number disclosures including information about the issuer’s business, operations, financial condition, and management.
Part 1 of the Registration Statement
Part II of Form S-1 contains information that doesn’t have to be delivered to investors. Financial statements included in a prospectus included in a Form S-1 must be audited by a firm that is a member of the Public Company Accounting Oversight Board (“PCAOB”). SEC rules allow smaller reporting companies to provide less financial information than larger reporting issuers including two years of audited financial statements instead of three.
Preliminary Prospectus l Initial Public Offerings
The issuer may provide a preliminary prospectus to potential investors before its registration is declared effective.   The preliminary prospectus contains substantially all of the information found in a final prospectus except pricing information.   A preliminary prospectus will include a price range instead of the final offering price of the security being offered.
Final Prospectus l Initial Public Offerings l Going Public
In IPO’s, a final prospectus must be delivered to all investors with or before they purchase the security being offered. Final prospectus delivery obligations are satisfied when the Company files its final prospectus meeting the requirements of Section 10(a) of the Securities Act on the SEC’s Edgar system.
For further information about the prospectus filing and delivery requirements applicable to Form S-1 Registration Statements, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email at or visit
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, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 N
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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