# What Is SEC Form S-1? Filing Steps & Amendment Guidelines

![Business colleagues sit at a table in an office and discuss the timing of their upcoming new securities issue and complete SEC Form S-1.](https://www.investopedia.com/thmb/fL7Sfioih2_-r52zgdISby0vU3g=/1500x0/filters:no_upscale():max_bytes(150000):strip_icc()/SECFormS-1-2675f4ef058d40c0816a0b0821d06fd8.jpg)

*— Klaus Vedfelt / Getty Images*

## What is SEC Form S-1?

SEC Form S-1 is the initial registration form for new securities required by the [SEC](https://www.investopedia.com/terms/s/sec.asp) for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange. Companies typically file SEC Form S-1 when planning their [initial public offering (IPO)](https://www.investopedia.com/terms/i/ipo.asp). SEC Form S-1 requires companies to explain the use of capital, outline their business model and competition, and provide a brief prospectus of the security, including pricing and any dilution of other [securities](https://www.investopedia.com/terms/l/listedsecurity.asp).

SEC Form S-1 is also known as the registration statement under the [Securities Act of 1933](https://www.investopedia.com/terms/s/securitiesact1933.asp). Additionally, companies must disclose any significant business dealings with directors and outside counsel. Investors can view S-1 filings online to [research](https://www.investopedia.com/terms/d/duediligence.asp) new offerings before they are issued.

Foreign companies in the U.S. use [SEC Form F-1](https://www.investopedia.com/terms/s/sec-form-f-1.asp) instead of Form S-1.

### Key Takeaways

*   SEC Form S-1 is required for U.S. companies planning an initial public offering on a national exchange.
*   Companies must disclose detailed information, including business operations, financial condition, and management details, on Form S-1.
*   Errors or omissions in the SEC Form S-1 can result in liability for the issuer.
*   Amended filings, called Form S-1/A, are submitted when relevant information changes or delays occur.
*   Foreign companies list securities in the U.S. using SEC Form F-1 instead of S-1.

## Filing SEC Form S-1: A Step-by-Step Guide

Companies can use the SEC's online [EDGAR](https://www.sec.gov/edgar/filer-information) (the Electronic Data Gathering, Analysis, and Retrieval) system to submit forms, including Form S-1, that are required by the SEC. Individuals or companies have to first fill out a Form ID, an electronic application that is used to apply for a CIK (Central Index Key) and to get access codes in order to file on EDGAR. EDGAR Filers Quick Reference Guides provide guidance on all the required steps as well as technical specifications and answers to FAQs.

Form S-1 has two parts. Part I, which is also called the prospectus, is a legal document that requires information on the following: business operations, the use of proceeds, total proceeds, the price per share, a description of management, financial condition, the percentage of the business being sold by individual holders and information on the underwriters.

Part II is not legally required in the prospectus. This part includes recent sales of unregistered securities, exhibits and financial statement schedules.

The issuer will have liability if there are material misrepresentations or omissions.

## How to Amend an SEC Form S-1

The form is sometimes amended as material information changes or general market conditions cause a delay in the offering. In this case, the issuer needs to file Form S-1/A. The Securities Exchange Act of 1933, often referred to as the Truth in Securities law, requires that these registration forms be filed to disclose important information upon registration of a company's securities. This helps the SEC achieve the Act's objectives: requiring investors to receive significant information regarding securities offered and prohibit fraud in the sale of the offered securities.

An abbreviated registration form is the S-3, which is for companies that don't have the same ongoing reporting requirements.

> **Important**
>
> Investors look to the information a company supplies in its SEC Form S-1 filing to make a decision about whether or not they want to invest in its stock during an initial public offering.

## Real-World Example: Eventbrite's SEC Form S-1 Filing

Eventbrite, Inc., a global ticketing and event tech platform, completed its IPO in September 2018, pricing 10 million shares at $23. There was an initial S-1 form filed in August, followed by five S-1/A filings. The initial filing included a proposed maximum dollar amount the company intended on raising, the underwriters, its strategies for growth and an explanation of the dual classes of stock. It also described Eventbrite's business and historical financial information.

## The Bottom Line

SEC Form S-1 is a crucial registration document for U.S.-based companies planning an IPO, detailing significant corporate information to assist investors. Composed of two main parts, Part I provides a comprehensive prospectus, while Part II includes additional financial data and exhibits. Amendments, if necessary, must be submitted using Form S-1/A. It is pivotal for companies to ensure accuracy to avoid liability for misinformation. Investors use this form for conducting due diligence before investing, leveraging information on business operations, financial strategies, and growth potential.

> **Article Sources**
>
> 1.  U.S. Securities and Exchange Commission. "[Form S-1](https://www.sec.gov/files/forms-1.pdf),"
>     
> 2.  U.S. Securities and Exchange Commission. "[Form S-1](https://www.sec.gov/files/forms-1.pdf)," Page 1.
>     
> 3.  U.S. Securities and Exchange Commission. "[Form F-1](https://www.sec.gov/files/formf-1.pdf),"
>     
> 4.  U.S. Securities and Exchange Commission. "[SPACs, IPOs and Liability Risk under the Securities Laws](https://www.sec.gov/news/public-statement/spacs-ipos-liability-risk-under-securities-laws)."
>     
> 5.  EDGAR. "[Help - Form Type Definitions](https://help.edgar-online.com/edgar/formtypes.asp)."
>     
> 6.  U.S. Securities and Exchange Commission. "[EDGAR—Information for Filers](https://www.sec.gov/edgar/filer-information)."
>     
> 7.  U.S. Securities and Exchange Commission. "[EDGAR—How Do I](https://www.sec.gov/edgar/filer-information/how-do-i)."
>     
> 8.  U.S. Securities and Exchange Commission. "[Form S-1](https://www.sec.gov/files/forms-1.pdf)," Page 4-6.
>     
> 9.  U.S. Securities and Exchange Commission. "[Form S-1](https://www.sec.gov/files/forms-1.pdf)," Page 6.
>     
> 10.  U.S. Securities and Exchange Commission. "[Form S-3](https://www.sec.gov/files/forms-3.pdf),"
>      
> 11.  Eventbrite. "[Eventbrite Announces Pricing of Initial Public Offering](https://investor.eventbrite.com/press-releases/press-releases-details/2018/Eventbrite-Announces-Pricing-of-Initial-Public-Offering/default.aspx)."
>      
> 12.  Eventbrite. "[SEC Filings](https://investor.eventbrite.com/financials/sec-filings/default.aspx)."