What Is SEC Form S-1?

SEC Form S-1 Explained

Definition SEC Form S-1 is a public filing that companies must complete and file with the Securities and Exchange Commission (SEC). This form provides critical information about the company and its securities.

SEC Form S-1 is a public filing that companies must complete and file with the Securities and Exchange Commission (SEC). This form provides critical information about the company and its securities. Companies must complete this form before they can issue publicly traded securities.

The SEC Form S-1 includes critical information that investors can use when deciding whether to invest in a company. Learn what SEC Form S-1 includes and how you can use it as an investor.

Definition and Examples of SEC Form S-1

SEC Form S-1 is a registration that companies must file with the SEC before they can go public (in other words, before they can issue publicly traded securities). The form is required under the Securities Act of 1933 and is what companies use to provide investors with critical information about the company.

• Alternate name: Prospectus

An example of an SEC Form S-1 would be the S-1 Tesla Motors filed in 2010. The form includes all of the standard information you’d see in an S-1, including a prospectus that conveys a wide variety of financial information.

How Does SEC Form S-1 Work?

SEC Form S-1 includes two sections. The first section, known as the “prospectus,” is the main part of the form. It includes information such as a description of and the number of securities to be offered. It also includes a description of the business and a bit about its financial performance. The prospectus is a public document, meaning anyone can view it on the EDGAR database.

The other section of the SEC form provides information about indemnification of directors and officers, recent sales of unregistered securities, and more.

The prospectus is an incredibly in-depth report that takes many hours of time and effort on the part of legal and financial professionals. It provides critical information about a company and its securities offerings. Once the company files its prospectus, the SEC staff will examine it to ensure it complies with the Securities Act of 1933.

Note

The SEC doesn’t evaluate a Form S-1 to decide if the securities being offered are good investments. Instead, it just verifies that they meet all legal requirements. Individual investors must decide for themselves whether a security is a good investment for them.

Generally, the SEC will respond within 30 days of filing with any questions or comments, allowing the company to file an amended form to address those issues. Once the SEC has given the prospectus the all clear, the company can begin selling its securities. From that point on, the company must meet all reporting requirements of the Securities Exchange Act of 1934.

Once the form has been filed and approved by the SEC, it will be publicly available on the SEC website in the EDGAR database.

What’s Included in SEC Form S-1?

A company’s SEC Form S-1—or its prospectus—must have more than a dozen items, including:

• Summary information, risk factors, and ratio of earnings to fixed charges
• Use of proceeds
• Determination of offering price
• Dilution
• Selling security holders
• Plan of distribution
• Market price and dividends of common stock
• Financial statements
• Supplementary financial information
• Disclosures about market risk
• Directors and executive officers
• Executive compensation
• Security ownership of owners and management

Information the company doesn’t necessarily need to add to the prospectus includes other expenses of issuance and distribution, indemnification of directors and officers, recent sales of unregistered securities, and financial statement schedules.

What It Means for Individual Investors

As an investor, you can use SEC Form S-1 to learn more about companies you’re considering investing in. This form, and others the company files with the SEC, can tell you critical information such as the types of securities offered, the number of shares publicly available, the company’s risk factors, and audited financial statements.

Note

To view a company’s SEC Form S-1 and other required documents, visit EDGAR, a database within the SEC that allows anyone to view public documents that companies have filed.

In addition to SEC Form S-1, other forms you might find helpful as an investor include:

• SEC Form 10-K: A company’s annual report, which includes audited financial statements, current risk factors, and an analysis of the company’s results for the previous fiscal year
• SEC Form 10-Q: A company’s quarterly report, which includes unaudited quarterly financial statements, updates of material risks the company faces, and an analysis of the company’s results for the previous fiscal quarter.
• SEC Form 8-K: A company’s current report, which includes materials and events a company may choose to make public between quarterly or annual reports

Key Takeaways

• SEC Form S-1 is a public form that companies must file to issue publicly traded securities, as required by the Securities Act of 1933.
• This form, known as the prospectus, includes critical information about the company, its financial information, and the securities it plans to issue.
• Investors can use information in a company’s prospectus and other public documents available in the EDGAR database to make their investing decisions.

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1. American Bar Association. "What Constitutes a Security and Requirements Relating to the Offer and Sales of Securities and Exemptions From Registration Associated Therewith." Accessed July 13, 2021.

2. United States Securities and Exchange Commission. "Form S-1: Registration Statement Under the Securities Act of 1933," Pages 4-5. Accessed July 13, 2021.

3. United States Securities and Exchange Commission. "Form S-1: Registration Statement Under the Securities Act of 1933," Pages 6-7. Accessed July 13, 2021.