DEFINITION of SEC Form 424B1
SEC Form 424B1 is the prospectus form that a company must file to provide additional information that was not included in its initial prospectus filing upon registration. Companies are required to file prospectus Form 424B1 in accordance with SEC Rule 424(b)(1) per the Securities Exchange Act of 1933.
The Securities Exchange Act of 1933 was created to help investors make informed decisions by requiring securities issuers to complete and file registration statements (including financial and material information) with the SEC before making an issue available for purchase by the public. Often registration statement filings required under the 1933 Act are also registered statements under the Investment Company Act of 1940.
BREAKING DOWN SEC Form 424B1
SEC Form 424B1 is filed pursuant to SEC Rule 424(b)(1) regarding the number and type of prospectuses that must be filed when a company issues a public offering. As dictated in Rule 424(b), a company issuing a public offering must file ten copies of the relevant prospectuses with the SEC. The Form 424B1 prospectus includes the following information:
- The number and type of shares a company is offering to the public;
- Whether those securities are being sold by the company or by shareholders;
- Whether and how much the company is profiting from the sale of stock by shareholders;
- How the company plans to use the proceeds from the offering;
- The company’s NASDAQ Global Select Market symbol;
- The last reported price of the securities on the open market;
- Information about risk factors involved in purchasing the securities on offer;
- The company’s plan for distributing the securities in the offering; and
- A description of the securities in question.
The Form 424B1 will also direct investors as to where they can find more information about the company and its finances, and may incorporate by reference other filings made by the company, including amendments to the Form 424B1 made after the date of its release and before the date of termination of the offering described therein; the company’s most recent Annual Report on Form 10-K; and registration statements for the offering in question. Furthermore, the Form 424B1 will include information on the experts who prepared the prospectus and, perhaps, other related filings.