Free course · Lesson 6 · 3 min
The S-1: the route without a shelf
In 3 minutes: the other route to sell new shares, when there is no shelf.
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01Who has to use an S-1
The shelf route runs on Form S-3, and S-3 requires 12 months of reports filed on time. A company without that record registers the deal itself on a Form S-1.
02The path of an S-1
An S-1 is public from the day it is filed. The details fill in, step by step, before any share is sold.
- S-1Filed. The deal is now public.
- S-1/AAmendments. Size and terms fill in.
- EFFECTDeclared effective. The deal can now price.
- PricingThe price is set. New shares are sold.
- 424B4The final prospectus, with the price.
03Why a pending S-1 weighs on the price
Anyone can read the S-1, so the market knows new shares are coming. Buyers can wait for the deal instead of paying up now.
04Where it shows up: FILINGS
S-1s and their EFFECT notices land in FILINGS with the rest. PNDA’s only S-1, effective 38 days ago, is a resale, not an offering.
053 checks for any S-1
Sources
- Form S-3, General Instruction I.A.3: 12 months of reports, filed on time, before a company can use the form.
- 17 CFR 230.424(b): the prospectuses filed with the SEC, listed on EDGAR as 424B4, 424B5 and similar.
Panda Desk shows these rows for any small cap, next to your montage. tspanda.com
Not financial advice. PNDA is fictional, and nothing here is a recommendation to buy or sell.