Free course · Lesson 4 · 4 min

The shelf (S-3): the shares a company can sell

$150.0Mregistered on PNDA’s S-3 shelf

$2.2Mwhat it can raise from it right now

In 4 minutes: what a shelf is, how shares come off it, and how to read it on Panda Desk.

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01Register now, sell later

A shelf is an S-3 that registers new shares ahead of time, up to a dollar amount. The company then sells them in parts, when it wants cash.

S-3 shelf$150.0M registered

one part

Supplementa 424B for this sale

new shares

The marketyour tape

cash to PNDA, one sale at a time

SEC Rule 424(b): every sale off a shelf comes with a prospectus supplement.

On Panda Desk →DILUTION INSTRUMENTS → Shelf · ACT S-3 $2.2M/$150.0MACT: the shelf is effective. $150.0M registered, $2.2M usable now.

02Each sale shows up as a 424B

The shelf itself sells nothing. Each sale is set up in a prospectus supplement on EDGAR: a 424B5, 424B2 and so on.

On Panda Desk →FILINGS → 424B5 · 4 days agoA supplement off PNDA’s shelf: its ATM, sized at $2.2M.

03A clock and a condition

3 yearshow long a shelf lasts once it goes effective

12 monthsof SEC reports filed on time, to use an S-3

PNDA’s shelf expires on 11-06-29 (June 11, 2029), the date at the end of its row. A company that filed late in the past 12 months cannot use an S-3: its route is the S-1 (lesson 6).

04Registered is not the same as raisable

When the public float is under $75M, a cap limits what the company can sell in 12 months. That cap is the baby shelf rule (lesson 5), and it leaves PNDA $2.2M.

PNDA’s shelf, on one scale

Registered: $150.0M

$150.0M

Can raise right now: $2.2M

$2.2M

On Panda Desk, the first number on the Shelf row is the one that counts today.

05A shelf is capacity, not a sale

Having a shelf shows what a company could sell. The sale itself comes later, with a 424B or a deal announcement.

On Panda Desk →Risk → Offering · MediumRates the room PNDA can raise now, not the $150.0M registered.

For the long$150.0M on the shelf is not $150.0M coming at your bid. What the shelf can put on the tape now is $2.2M, already set up for the ATM by the 424B5.

063 checks for any shelf

Sources

17 CFR 230.415(a)(5): a primary shelf can be used for 3 years from the date it goes effective.
17 CFR 230.424(b): prospectus supplements.
Form S-3, General Instructions I.A.3 and I.B.6: 12 months of reports filed on time to use the form, and the cap for a public float under $75M.

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.

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