Glossary
Form S-1
The registration statement a US company files with the SEC to sell securities to the public.
Form S-1 is the principal SEC registration form used for an initial public offering of common stock. It contains the prospectus that investors rely on to evaluate the offering, including the business description, risk factors, MD&A, audited financial statements, executive compensation, ownership tables, and a use-of-proceeds section.
The S-1 is amended through subsequent filings (called S-1/A) as the SEC review proceeds and as new information — most importantly the price range and share count on the cover — becomes available. The final "red herring" prospectus carries an estimated range; the final pricing prospectus (a 424B filing) is published once the offering prices.
For companies pursuing the JOBS Act "emerging growth company" path, an initial draft can be submitted confidentially before becoming public 15 days before the roadshow.