Corporate Support for Registered Offerings
Our office offers best-effort offerings, defined contribution offerings, utilization of S-1 and F-1 forms, inventory using S-3 and F-3 forms, registered direct offerings (RDO), CMPO (secret public offerings), and more. We support all forms of registered follow-on offerings.
As the best advisor for our clients, we provide professional and practical support.
Form S-1
Form S-1 is used for securities registration for companies where other forms do not apply. It can be used for registering the sale of new securities or the resale of existing securities in PIPE trading.
Companies typically use the S-1 in the following cases:
- If Form S-3 is not available
- If sales under S-3 Instructions I.B.6 under the “Baby Shelf” rule cannot be sufficiently conducted under S-3
Form S-1 can be used for most recruitment registrations except CMPO.
Form F-1
Form F-1 is used for securities registration by foreign private issuers whose other registration methods are not permitted.
Usage Examples
- Registration of New Securities Offerings
- Resale registration of outstanding securities held by existing shareholders
It is typically used when Form F-3 is not available, or when it is difficult to sell in F-3 due to the “baby shelf” rule.
Forms S-3 and F-3
Forms S-3 and F-3 are simplified registration forms for qualified companies.
- Form S-3: For domestic issuers
- Form F-3: For Foreign Private Issuers
It can be used as issuance registration for specific transactions.
Direct Registration (RDO)
An RDO is a type of public offering using a registration statement, where companies offer and sell securities to a small number of investors using a best-effort approach.
- Securities are registered by taking down Form S-3 or F-3
- Under the 20% rule on Nasdaq and NYSE/NYSE American, it is not considered a “public offering.”
- If dilution exceeds 20%, prior shareholder approval is required.
- In many cases, the dilution rate is limited to 19.99% until shareholder approval.
For more details, please refer to the following:
https://securities-law-blog.com/2019/05/14/the-20-rule-private-placements/?hilite=20%25
Secret Sale (CMPO)
A CMPO is a type of takedown from issuance registration, where shares are quickly sold when market opportunities arise.
- Concluded based on commitments
- 20% Rule Analysis Considers a Public Offer
- Secretly selling valid S-3 issuance registration forms to a small number of institutional investors
Process Overview
- The underwriting company began negotiations without disclosing the company name.
- After confirming investor interest, negotiate terms
- Recruitment and closing in a short period
Overcoming Complex Requirements
Registered offerings are often subject to complex and stringent regulations, requiring knowledge of the latest market conditions and regulations. Therefore, it is extremely important to work with lawyers with appropriate experience.
Contact Us
To make a reservation for your first consultation, please contact us by phone 877-541-3263 or by email via the inquiry form.