Customizing Disclosure Documents To Your Needs

Securities registration filings are subject to one of the most highly regulated areas of law in the United States. Many laws, rules and regulations govern securities offerings, which can be difficult to traverse for issuing companies without experience in such matters. Often referred to as the "truth in securities law," the Securities Act of 1933 has two basic objectives:

  • To require that investors receive financial and other significant information concerning securities being offered for public sale
  • To prohibit deceit, misrepresentation and other fraud in the sale of securities

The Securities and Exchange Commission (SEC) accomplishes these goals primarily by requiring that companies disclose important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company's securities. Here's an overview of how the registration process works. In general, all securities offered in the U.S. must be registered with the SEC or must qualify for an exemption from the registration requirements. The registration forms a company files with the SEC provide essential facts, including:

  • A description of the company's properties and business
  • A description of the security to be offered for sale
  • Information about the management of the company
  • Financial statements certified by independent accountants

Our securities lawyers at the Law Office of Clifford J. Hunt, P.A., have substantial experience drafting disclosure documents to facilitate compliance with SEC law, rules and regulations and accurately describe your business, its products and the material facts regarding your securities offerings. We will work closely with you to understand your business goals and to customize your securities offering disclosure documents to your company and your vision.

What Is Form S-1?

With the SEC's elimination of the "SB" categories of registration statements, Form S-1 is the principal registration statement now used by both large public companies and smaller reporting companies (as defined in SEC regulations) to go public via an initial public offering (IPO).

Form S-1 can be used to register securities of a company that are already issued and in the hands of shareholders or it can be used to register a new public offering for the issuing company. Registration statements on Form S-1 are subject to (among other SEC rules and regulations) the general rules and regulations of the SEC found in Regulation C (general requirements regarding the preparation and filing of the registration statement), Regulation S-K (requirements applicable to the content of the nonfinancial statement portions of the registration statement), and Regulation S-X (regarding required financial statements for the registration statement).

What Is A Regulation A+ Offering?

The SEC amended Regulation A, an exemption from securities registration, as part of implementing the JOBS Act of 2012. Regulation A is an exemption from registration for public offerings. Regulation A has two offering tiers: tier 1, for offerings of up to $20 million in a 12-month period, and tier 2, for offerings of up to $50 million in a 12-month period. For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2.

Certain basic requirements are applicable to both tier 1 and tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure and other matters. Additional requirements apply to tier 2 offerings, including limitations on the amount of money a nonaccredited investor may invest in a tier 2 offering, requirements for audited financial statements and the filing of ongoing reports. Issuers in tier 2 offerings are not required to register or qualify their offerings with state securities regulators. Regulation A+ registration statements on Form 1-A are an alternative to using the registration statement on Form S-1 and are becoming more popular with smaller companies.

Understanding the scope of the exemption is important because not all issuers are eligible to conduct offerings pursuant to Regulation A. Additionally, there are limitations on the types of securities that may be sold and on the amount of securities that may be sold by the issuer and selling security holders, as well as other issues that may affect the issuer's offering process pursuant to the exemption.

For a consultation with our attorneys, please contact us online or call us at 800-878-5829. We are located in the Tampa Bay area of Florida (Seminole) and serve clients throughout Florida, nationwide and abroad.