Registration and Filing

Registration and Filing 

Services via Prospectus.com Securities Attorney Staff

The Prospectus.com legal team assists clients with registration and filing of their legal work with various compliance agencies and government bodies. Aside from drafting the prospectus, we will also file, if need be, statements such as the S-1 and other compliant needs. We prepare full investment disclosure documents such as the offering circular, and cover the full spectrum of both public and private placement offerings and their respective filings (such as filing the Form D for Reg D offerings for private placements and S-1 for example, for public offerings). Further, our team at Prospectus is always happy to leverage our extensive industry knowledge and contacts with broker dealers, investment advisors, underwriters, investment banks, hedge funds and PIPE funds to identify possible strategic partners who can help our clients grow their businesses in an efficient, time-saving and money-saving manner.

Prospectus.com attorneys work with Issuers and their respective CEOs, CFOs, General Counsels and compliance executives throughout the course of the filing and registration process. This high touch approach enables us to fully address the securities offering life cycle of Issuers and to best address their short and long-term business needs and to comply with any state and federal rules, whether in the United States or in one of many other countries we work with/in. 

Companies that issue debt, equity or combination of both rely on Prospectus.com securities attorneys to ensure compliance with, or meeting requirement for exemptions from federal and state securities rules via the proper filing and registration of their securities. We assist with foreign securities rules as well, including in the UK, EU, Eastern Europe and country-specific regulations across the PacRim, Middle East and South America. Our seasoned in-house securities attorneys and our legal advisory group maintains symbiotic relationships with a network of securities attorneys in most major cities across the globe and ensure that filing is done on time and correctly. 

List of Filing and Registration Services

  • 10-K                        (Annual Financials)
  • 10-KSB                    (Annual Financials – Small Business)
  • 10-K405                  (Annual Financials – Concerning rule 16)
  • 10-Q                        (Quarterly Financials)
  • 10-QSB                    (Quarterly Financials – Small Business)
  • 8-K                          (Current Event)
  • 10-C                        (Securities quote on NASDAQ)
  • Proxy Statements
  • SCD 13-D                 (Acquisition Statement)
  • SC 14D-1                 (Tender Offer, non-issuer)
  • SC 14D-9                 (Tender Offer – solicitation)
  • SC 13E-3                  (Private Transaction Rpt)
  • SC 13E-4                  (Private Transaction Rpt)
  • SCH 13-F                  (Quarterly Manager Report)
  • SCH 13-G                 (>=5% Acquisition)
  • Form 3                    (New Insider Report)
  • Form 4                    (Insider Buy/Sell)
  • Form 5                    (Year End Insider Report)
  • Registration Statements
  • Prospectus

 Issuing Stock Services

  • S-1 – Companies reporting under the 1934 Act for less than 3 years. Permits no incorporation by reference and requires complete disclosure in the prospectus.
  • S-2 – Companies reporting under the 1934 Act for 3 or more years but not meeting the minimum voting stock requirement. Reference to 1934 Act reports permits incorporation and presentation of financial information in the prospectus or in an Annual Report to Shareholders delivered with the prospectus.
  • S-3 – Companies reporting under the 1934 Act for 3 or more years and having at least million of voting stock held by non-affiliates, or as an alternative test, million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference of 1934 Act reports.
  • S-4 – Registration used in certain business combinations or reorganizations.
  • S-6 – Filed by unit investment trusts registered under the Investment Act of 1940 on Form N-8B-2.
  • S-8 – Registration used to register securities to be offered to employees under stock option and various other employee benefit plans.
  • S-11 – Filed by real estate companies, primarily limited partnerships and investment trusts.
  • SE – Non-electronically filed exhibits made by registrants filing with the EDGAR Project.
  • N-1A – Filed by open-end management investment companies.
  • N-2 – filed by closed-end management investment companies.
  • N-5 – Registration of small business investment companies.
  • N-14 – Registration of the securities of management investment and business development companies to be issued in business combinations under the Investment Act of 1940.
  • F-1 – Registration of securities by foreign private issuers eligible to use Form 20-F, for which no other form is prescribed .
  • F-2 – Registration of securities by foreign private issuers meeting certain 1934 Act filing requirements.
  • F-3 – Registration of securities by foreign private issuers offered pursuant to certain types of transactions, subject to the 1934 Act filing requirements for the preceding 3 years.
  • F-4 – Registration of securities issued in business combinations involving foreign private registrants.
  • F-6 – Registration of depository shares evidenced by the American Depository Receipts (ADRs).
  • F-7 – Registration of certain Canadian issues offered for cash upon the exercises if rights granted to existing security holders.
  • F-8 – Registration of certain Canadian issues to be issued in exchange offers or a business combination.
  • F-9 – Registration of certain investment grade debit or investment grade preferred securities of certain Canadian issues.
  • F-10 – Registration of certain Canadian issues.
  • SB-1 – Registration for certain small businesses.
  • SB-2 – Registration statement for small businesses. No aggregate offering value of securities.

 MEF Filings

  • MEF Filings
    • (Description) Registration pursuant to Securities Act Rule 462(b) of up to an additional 20% of securities for an offering. Applies to 1933 Act registration forms S-1, S-2, S-3, S-11, SB-1, SB-2, F-1, F-2, and F-3.

Partial List of Addtional Filings We Assist With

Form 144 This form must be filed as notice of the proposed sale of restricted securities or securities held by an affiliate of the issuer in reliance on Rule 144 when the amount to be sold during any three month period exceeds 500 shares or units or has an aggregate sales price in excess of $10,000.

  • Form 424A
    • Prospectus statement filed pursuant to Rule 424(a).
  • Form 424B1
    • Prospectus statement filed pursuant to Rule 424(b)(1).
  • Form 424B2
    • Prospectus statement filed pursuant to Rule 424(b)(2).
  • Form 424B3
    • Prospectus statement filed pursuant to Rule 424(b)(3).
  • Form 424B4
    • Prospectus statement filed pursuant to Rule 424(b)(4).
  • Form 424B5
    • Prospectus statement filed pursuant to Rule 424(b)(5).
  • Form 424B7
    • Prospectus statement filed pursuant to Rule 424(b)(7).
  • Form POS AM
    • Post-effective amendments to provide updated prospectus information.
  • Form POS EX
    • Post-effective amendment filed solely to add exhibits to a registration statement.
  • Form POS462C        
    • Post-effective amendment to a registration statement filed under Rule 462(c).

Prospectus.com

Our team is ready to assist you with virtually any filing or registration statement needs. The above listed content is just a glimpse of what we offer. If you need a specific filing or registration for your securities or offering feel free to reach out to us any time for a free consultation.

Contact Us Today To Schedule Your Free Consultation

Registration and Filing  Services via Prospectus.com Securities Attorney Staff


Read More

Registration and Filing