What is SEC Form SB-1

Until 2008, SEC Form SB-1 was a filing with the Securities and Exchange Commission (SEC) that was required to be used by issuers with revenues (and public market float) of less than $25 million. "SB" stood for "small business." SEC Form SB-1 registered offerings of up to $10 million of securities, as long as the company had not registered more than $10 million in offerings during the previous 12 months and current outstanding securities did not total more than $25 million. This form was a simplified version, which required less detailed information (e.g., less detailed financial statements and omission of summary data) about the issuer's business, compared to SEC Form S-1. In 2008, in order to strengthen investor protections, the SEC dropped Form SB-1 and henceforth required small businesses to file Form S-1 for issuance of securities.


SEC Form SB-1 was also known as the Registration Statement for Securities to be Sold to the Public by Certain Small Business Issuers, and was filed under the Securities Act of 1933. This Act, often referred to as the "Truth in Securities" law, requires that registration forms, which provide essential facts, be filed in order to disclose important information upon registration of a company's securities. This helps the SEC achieve the Act's objectives that investors are able to receive significant information regarding securities offered, and to prevent fraud in the sale of the offered securities. For many years Form SB-1 was designed to expedite the offering of securities by small entities. However, with the rise of securities fraud in overlooked areas not uncommon in the case of smaller companies, the SEC deemed it necessary to impose stricter and more comprehensive disclosure requirements to carry out the mandate of the regulatory authority.