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Form S-1 SEC Prospectus Filing + Example PDF

An S-1 contains information about a company’s history, managers, business operations, and potential risks. It also includes financial statements audited by independent accountants, as well as details on how many shares are being offered and who is underwriting the IPO, among other things. The purpose of the SEC Form S-1 is to register a company’s securities prior to listing them on a public exchange, such as the New York Stock Exchange.

  1. Other times the price will move back and forth through a level.
  2. This resale capability through an effective S-1 is especially important for companies that may not be ready or willing to go through a full IPO.
  3. People come here to learn, hang out, practice, trade stocks, and more.
  4. Get well-acquainted with EDGAR, buy him a nice lunch, and don’t hesitate to look at the S-1s from similar companies within your industry for guidance.

It’s time to translate your blood, sweat, and tears into some hard-earned cash. For many who are not familiar with the process, it may seem not very clear. But that’s okay because today we will talk about the S-1 itself.

You are trying to identify an ideal time to enter a long position in the company. Over the past year, MTC has traded between $7 and $15 per share. During the second month of the period you’re studying MTC, the stock climbs to $15, but by month 4 it has fallen to $7. By month 7, it climbs again to $15, before falling to $10 in month 9. By month 11 it climbs once again to $15 and over the next 30 days it fall to $13 before climbing again to $15. As an investor, it’s important to be informed of the potential risks of your investment.

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In an income statement, each column corresponds to a different time period. The first column is the year ending December 31, 2015, the column to its right is the same period in 2016, and the next is the same period in 2017. Finally, on the far right, we have two columns that describe a three month period (one quarter) in both 2017 and 2018. Maybe coverage of a hot IPO contains excellent information on how much money the CEO stands to make when her company debuts, but zero details on its customer cohorts. Or maybe you want to learn more about a company’s quarterly performance, but the piece you find covers the numbers without context. 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.


Last year customers spent close to $1.5 trillion on the American Express card network, leading to $33.4 billion in transaction revenue, or 55% of American Express’s consolidated revenue. Companies have the option to file an S-1 confidentially, and the subsequent quiet period prevents those companies from answering any questions as to why they chose to file that way. A recent example of this is WeWork, which confidentially filed an S-1 in December 2018, amended it in April 2019, and finally released the filing publicly on August 14. It outlines which metrics are most important to the company and will go into detail about specific strategies, revenue sources, operating costs, and more. Scroll down until you find its most recent S-1 filing — this may be an “S-1” or an “S-1/A.” These S-1/A filings are simply amended versions of the initial S-1. A company may need to amend its S-1 as new pertinent information becomes available, such as new financial information, quarterly results, etc.

S-1 filings can also offer entrepreneurs valuable insights into a company that has scaled successfully. The preliminary prospectus (i.e. red herring) document is filed with the SEC confidentially and also provides potential investors with information regarding an upcoming IPO. Above all else, keep in mind that you’re putting an appealing but accurate and truthful spin on your company’s story. You end goal is to make your organization as attractive to investors as possible, and that’s not something you should take lightly or without enormous amounts of preparation. Of course, that’s why Embark exists in the first place, to help your company reach its goals and potential.

How To Use The S-1 For An Investing Edge

Traders use support and resistance levels to plan entry and exit points for trades. If the price action on a chart breaches the support levels, it is seen as an opportunity to buy in or take a short position, depending on what the trader sees from other indicators. If the breach occurs on an uptrend, it may even be a sign of a reversal. In general finance terms, support level is the level at which buyers tend to purchase or enter into a stock.

But there are often things of worth in the risk section, so do your homework and skim it. If you don’t have that much time, run some searches on the S-1 for keywords that might come up as risks. As you can see on pages 68 and 69 of the Tenable S-1, we have the company’s results broken down by quarter. This lets us see how the firm did during the periods it summarized elsewhere in its filing. You can think of quarterly results as a high form of truth, as the company can’t stuff a bad quarter into a year’s results to smooth it out. A Form S-1, commonly referred to as an S-1, is a form that private companies file with the U.S.

Furthermore, companies that intentionally leave out all required information (or material risks) can face litigation. Under the SEC’s Securities Act of 1933, the Form S-1 and regulatory approval are necessary for companies to “go public” and issue shares in the open market. Building on that last point, although the technology exists to supercharge your filing processes, a dedicated platform simply isn’t feasible for all companies. If, for instance, your budget doesn’t have the legroom you would need for a filing platform, there are plenty of other things you can do with your existing technology to streamline your S-1 preparation.

And of course, no matter how much research you do, no one can really predict how a stock will perform. Understanding the nuances of an S-1 can be challenging, but we’ll go over some of the key details. An S-1 Form is necessary for regulatory purposes, but its value extends far beyond satisfying legal requirements. Consider virtual portfolio 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.

You’ll also want to include key metrics like EBITDA that investors will pore over as well as non-GAAP measures typically evaluated within your industry. This is an area where your underwriters can be of great benefit since they are extremely familiar with the process and, more often than not, what investors expect from companies in your particular industry. Do a search in the S-1 for “Proposed maximum aggregate offering price,” which is accountant for “what’s the most money you intend to raise? ” Here we see the incredibly common $100 million figure written down.

Other technical indicators and charting techniques can be used to identify more advanced versions of support. The effectiveness period does not have a set expiration but is contingent on the company’s adherence to ongoing reporting requirements. If a company fails to keep up with these obligations, or if significant changes occur in its business or financial situation, the S-1 can become stale, prompting the need for a new or amended filing. The SEC doesn’t maintain those different requirements to keep you on your toes, but as a measure of flexibility to account for the varying resources and knowledge bases within different companies.

These are stocks that we post daily in our Discord for our community members. Obviously, you may need to dig deeper, avoid the investment altogether or perhaps it’s enough for you to be comfortable investing. Therefore, this section is probably even more important than the business overview. If a company is in public for a while, I also recommend you read the 10k updated to the S-1 every year. These are essential documents for you guys to check out if you want to have an additional edge. This is particularly powerful when the company just went public because there’s not that much information.

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