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Laura Anthony, Attorney
Legal & Compliance, LLC
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401

Toll Free: 1.800.341.2684
Phone: 561.514.0936
Fax: 561.514.0832


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Registered Offering: Go Public by Registered Offering

Companies can go public through a Registered Offering. In a Registered Offering a Company files a Registration Statement with the SEC so that it can sell its securities directly or securities already held by selling shareholders. The SEC reviews and sometimes comments on the disclosures provided in the Registration Statement. Upon receiving confirmation that the SEC is satisfied that the disclosures meet the requirements of the securities laws, a Registration Statement goes effective and the securities may be sold.

When a Company goes public through a Registration Statement, the SEC does not comment on, nor does it have the authority to judge, the quality of a business or its offering.  In other words, the SEC cannot deny a Company the right to sell its securities, regardless of whether it thinks it is a good deal or that the Company has value.  However, the SEC does comment on, and sometimes extensively, the quality of the disclosures in a Registration Statement.  It is the SEC’s job to make sure that the disclosures meet all the requirements of the securities laws, including, the risks associated with an offering.

Going Public and Two Types of Registered Offering

There are two basic types of registered offerings for private Company’s going public.

First, a Company may register its shares for sale to the public through a Direct Registered Offering or an Initial Public Offering (IPO). The securities can be sold either directly by the Company or through an underwriter, usually a registered Broker Dealer.

The second way for a Company to go public through a Registered Offering is through a Re-Sale Registered Offering.  In a Re-Sale Registered Offering a company first sells its securities to shareholder through a Private Placement and then registers those shareholders’ securities for re-sale to the public.  A company can also complete a combination of the two Registered Offerings.  Moreover, in a Registered Offering, the Company can register shares of its officers, directors and insiders for re-sale.

Registration Statements and Reporting Requirements

Once the Registration Statement goes effective, a Market Maker files a Form 15c2-11 with FINRA. FINRA then reviews the 15c2-11 for accuracy and completeness. Once FINRA is satisfied that sufficient due diligence has been undertaken by the Market Maker who has submitted the 15c2-11 application, and that the disclosure provided they satisfy rule 15c2-11, a trading symbol is assigned. The Market Maker is then able to quote the Company’s securities.

Once the market maker has continuously quoted the Company securities for 30 days, other market makers will be eligible to quote the securities as well without having to file a separate 15c2-11 application.  This is commonly known as being piggyback qualified.

A Company that goes public by completing a Registered Offering becomes subject to the reporting requirements of the Securities Exchange Act of 1934.  The Company must continue to file quarterly reports on Form 10-Q and annual reports on Form 10-K with the SEC.  The quarterly reports must contain financial statements which have been reviewed by an independent accountant and the annual report must contain audited financial statements, audited by an independent auditor.

In addition, the Company must file periodic reports on Form 8-K upon the occurrence of certain events and transactions outside the ordinary course of business.  Moreover, a reporting company is subject to the proxy rules of the Exchange Act, which governs information provided to and the solicitation of shareholder votes.


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