Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Thursday, April 17, 2014

Keeping Draft Registration Statements Confidential

The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.This is particularly useful to companies in going public transactions who are
unfamiliar with the SEC registration statement process. This blog posts addresses the common questions we receive about the confidential submission process for Form S-1 registration statements.
Q. When does an emerging growth company have to file itsForm registration statement if it wants the submission to be confidential?
A. The JOBS Act requires that emerging growth companies file the initial confidential submission of its Form S-1 Registration Statements and all amendments with the SEC within 21 days prior to the anticipated effectiveness of the registration statement or road shows. These prior confidential submissions should be included as exhibits to the company’s later publicly filed registration statement, if any.This applies to both public companies and companies involved in going public transactions.
Q. How long will my company’sForm S-1 registration statement remain confidential?
A. Registration statements submitted to the SEC on a confidential basis do not remain confidential if a company goes forward with its Initial Public Offering (“IPO”) or pre-IPO offering.
Q. Will SEC comment letters to my company’s registration statement and company responsesremain confidential?
A. The registration statement comments and responses will become publicly available after the completion of the securities offering but not earlier than 20 business days following the effective date of the registration statement.
Q. What are the benefits of confidential submission of a Form S-1 registration statement to the SEC?
A. The confidential submission of a registration statement allows a company to keep the registration statement confidential and out of the public domain until it decides whether it will proceed with its public offering. Ifa company abandons its offering before its registration statement becomes effective, its submission remains confidential.
Q. If I submit my company’s registration statement on a confidential basis can the company still announce its registration statement or IPO?
A.SEC Rule 135 allows an issuer to announce limited information about the confidential submission of aregistered securities offering submitted to the SEC.
Q. Does anything contained within a confidentially submitted Form S-1 registration statement remain confidential?
A. Limited information from the confidential submission of a registration statement can remain confidential. Rule 406 allows a company to keep portions of its registration statement confidential. Rule 406 requires the issuer to state the specific reasons why a confidential request is made and provide a detailed explanation of why, based on the related facts and circumstances, disclosure of the information is unnecessary to protect investors. The most common request for confidential submission of certain information in a registration statement is made for trade secrets, proprietary information, confidential commercial or financial information that would cause substantial competitive harm to the issuer if disclosed.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton Florida, (561) 416-8956, by email or visit
This securities law blog post is provided as a general informational service to clients and friends ofHamilton & 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 about going public and the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 IPO’s, OTC Pink Sheet listings,Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings 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 Attorney101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855

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