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FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Exact name of registrant as specified in its charter:
State of incorporation:
I.R.S. Employer ID No.:
Address of principal executive offices:
Registrant's telephone number, including area code:
Securities to be registered:
Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee
Total
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Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Registration No.
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Registration No.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
Registration No.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee
Total
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GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form S-1
This Form shall be used for the registration under the Securities Act of 1933 ("Securities Act") of securities of all registrants for which no other form is prescribed, except that this Form shall not be used for securities of foreign governments or political subdivisions thereof.
II. Application of General Rules and Regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising Regulation C thereunder. That Regulation contains general requirements regarding the preparation and filing of registration statements.
B. Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished to the extent appropriate.
III. Exchange Offers
If any of the securities being registered are to be offered in exchange for securities of any other person, the prospectus shall also include the information which would be required by Item 11 if the securities of such other person were being registered on this Form. There shall also be included the information concerning such securities of such other person which would be called for by Item 9 if such securities were being offered for cash. In connection with this instruction, reference is made to Rule 409 under the Securities Act.
IV. Roll-Up Transactions
If the securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but not limited to, General Instruction I.D. and Item 17 of Form S-4.
V. Registration of Additional Securities
With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the registrant chooses to include in the subsequent registration statement. The information contained in such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement. A Rule 462(b) registration statement shall not be used if the earlier registration statement is not yet effective and will not be declared effective simultaneously with or prior to the Rule 462(b) registration statement, or if the earlier registration statement was declared effective more than three years before the filing of the Rule 462(b) registration statement.
VI. Disclosure to Investors
In addition to the information expressly required to be included in the registration statement, there shall also be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
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VII. Incorporation by Reference
A. Attention is directed to Rule 411 under the Securities Act regarding incorporation by reference.
B. If the registrant satisfies the following conditions on the filing date of this registration statement, then the registrant may incorporate by reference information from the documents specified in Items 11(a) and 12 of this Form:
1. The registrant files reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ("Exchange Act");
2. The registrant has filed all reports and other documents required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and has filed in a timely manner all such filing requirements during the preceding 90 days; and
3. The registrant is not a shell company (as defined in Rule 12b-2 under the Exchange Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 8-K information (Item 1.01 and any required disclosure under Item 2.01, 3.01, 4.01, 5.01, or 6.01) subsequent to the time it stopped being a shell company reflecting its status as an entity that is not a shell company; or
4. If the registrant was a shell company other than a business combination related shell company, as defined in Rule 12b-2 under the Exchange Act, the registrant has filed current Form 8-K information with the Commission (Item 1.01 and any required disclosure under Item 2.01, 3.01, 4.01, 5.01, or 6.01) subsequent to the time it stopped being a shell company reflecting its status as an entity that is not a shell company.
C. Notwithstanding the above, the registrant may not incorporate by reference information from Exchange Act reports filed prior to a time when the registrant was considered a shell company unless the registrant satisfies the following condition: the registrant has ceased to be a shell company and has filed current Form 8-K information (Items 1.01 and 2.01 and any required disclosure under Items 3.01, 4.01, 5.01, or 6.01 subsequent to the time it ceased being a shell company) reflecting material agreements, audited financial statements and other information necessary to make the registration statement not misleading.
D. The registrant may also incorporate by reference all or any part of a document that it has filed with the Commission pursuant to the Exchange Act, regardless of when such document was filed, provided that:
1. Such document was filed subsequent to the effective date of the registration statement; or
2. Such document was filed prior to such effective date and contains information which would be required or permitted in a post-effective amendment to the registration statement and such information has not been superseded or modified by other information included in the registration statement or incorporated by reference.
E. In addition to the conditions set forth in Instruction B, a registrant may incorporate by reference a Form 10-K in satisfaction of Item 11 of this form only if:
1. Such Form 10-K is for a fiscal year ended within 16 months prior to the filing of this registration statement;
2. A Form 10-K meeting the requirements of paragraph E.1 of this section has been filed; and
3. The body of the prospectus includes a statement about the location of the information incorporated by reference and whether such information will be provided free of charge upon request.
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F. A registrant may incorporate by reference Forms 10-Q and 8-K in satisfaction of part of Item 11 only if the conditions of Instruction B are met and the body of the prospectus includes:
1. A statement that identifies the most recent Form 10-K filed in satisfaction of Item 11 and states the periods covered by the Form 10-Q reports and the Form 8-K reports that have been filed since the end of the fiscal year covered by such Form 10-K;
2. A statement about the location of the information incorporated by reference and whether such information will be provided free of charge upon request.
G. Electronic filings. In addition to satisfying the legibility and readability requirements of Rule 402(a) under Regulation S-T, any document incorporated by reference in a registration statement filed in electronic format must satisfy the requirements of Rule 411(b) under the Securities Act.
VIII. Smaller Reporting Company
A registrant that qualifies as a smaller reporting company, as defined under Rule 12b-2 of the Exchange Act, may elect to comply with the disclosure requirements applicable to smaller reporting companies. In that case, such registrant shall check the box for "Smaller reporting company" on the cover of this registration statement and comply with the scaled disclosure requirements applicable to smaller reporting companies that are set forth in Regulation S-K and Regulation S-X for the items specified in Form S-1.
IX. Emerging Growth Company
A registrant that qualifies as an emerging growth company, as defined in Rule 405 of the Securities Act, may elect to comply with reduced disclosure and other requirements that are available to emerging growth companies. In that case, such registrant shall check the box for "Emerging growth company" on the cover of this registration statement and comply with such reduced disclosure requirements.
Pursuant to Section 107 of the Jumpstart Our Business Startups Act, the scaled disclosure available to emerging growth companies may be elected for the period during which the registrant remains an emerging growth company, even if the registrant also qualifies as a smaller reporting company.
X. Confidential Treatment
If the registrant seeks confidential treatment of information in a filing pursuant to this Form, the registrant should follow the procedures set forth in Securities Act Rules 83 and 406.
XI. Interactive Data Requirements
Refer to Regulation S-T (17 CFR 232.10 et seq.) for requirements regarding the submission of information in interactive data format for registration statements that contain financial statements required to be filed in XBRL format.
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XII. Commission Filing Requirements
A. Under Section 8(a) of the Securities Act, every registration statement shall be signed by:
1. the registrant;
2. the principal executive officer or officers of the registrant;
3. the principal financial officer of the registrant;
4. the controller or principal accounting officer of the registrant; and
5. a majority of the board of directors or persons performing similar functions.
B. Where the registrant is a limited partnership, the registration statement shall be signed by the majority of the board of directors of any corporate general partner and the principal executive officer and principal financial officer of such corporate general partner.
C. Where the registrant is a trust, the registration statement shall be signed by the majority of the trustees and the principal executive officer, if any.
D. Each person required to sign the registration statement shall manually sign a signature page or electronic equivalent. Unsigned signature pages are not permitted.
XIII. Number of Copies and Filing
A. Three complete copies of the registration statement, including financial statements, exhibits, and all other documents and papers that are a part thereof, and five additional copies that need not include exhibits, shall be filed with the Commission. At least one complete copy of the registration statement filed with the Commission shall be manually signed. Copies not manually signed shall bear typed or printed signatures.
B. One copy of the registration statement filed with the Commission that discloses estimated offering expenses in reliance on Rule 430A and contains the price-related information omitted from the registration statement filed with the Commission shall be filed with the Commission no later than two business days after the effective date or pricing of the securities, whichever is later, and before sales of securities commence. This copy need not be signed.
XIV. Registration Fee
A. Attention is directed to Rule 457 under the Securities Act regarding the calculation of the registration fee. In connection with the fee calculation, if reliance is placed upon Rule 457(c), the "average of the high and low prices" means the average of the high and low sale prices on any one day selected by the registrant within five business days before the date of filing, for which such prices are available for the security on the principal United States market for such security or estimated value, where there is no United States public trading market for such securities.
B. A registration statement may omit information that may be included in a prospectus pursuant to Rule 430A(a) under the Securities Act. In the event that a registration statement omits any such information, the registration fee shall be calculated on the basis of the price information that appears in such registration statement and need not be recalculated to reflect price information that may appear in the prospectus filed pursuant to Rule 424(b).
C. If the securities to be registered are to be offered at the market or if the registration statement does not specify the offering price of the securities, the registration fee shall be calculated on the basis of the estimated maximum aggregate offering price of the securities.
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PART I — INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information required by Item 501 of Regulation S-K (§ 229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the information required by Item 502 of Regulation S-K (§ 229.502 of this chapter).
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges.
Furnish the information required by Item 503 of Regulation S-K (§ 229.503 of this chapter).
Item 4. Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (§ 229.504 of this chapter).
Item 5. Determination of Offering Price.
Where common equity is being offered, furnish the information required by Item 505 of Regulation S-K (§ 229.505 of this chapter).
Item 6. Dilution.
Where common equity securities are being offered, furnish the information required by Item 506 of Regulation S-K (§ 229.506 of this chapter).
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Item 7. Selling Security Holders.
If any of the securities to be registered are to be offered for the account of security holders, furnish the information required by Item 507 of Regulation S-K (§ 229.507 of this chapter).
Item 8. Plan of Distribution.
Furnish the information required by Item 508 of Regulation S-K (§ 229.508 of this chapter).
Item 9. Description of Securities to be Registered.
Furnish the information required by Item 202 of Regulation S-K (§ 229.202 of this chapter) unless information concerning the securities to be registered is included in accordance with General Instruction VII, or unless securities being registered are to be offered pursuant to a dividend or interest reinvestment plan, in which case only the information required by Item 202(a) and (b) of Regulation S-K need be furnished.
Item 10. Interests of Named Experts and Counsel.
Furnish the information required by Item 509 of Regulation S-K (§ 229.509 of this chapter).
Note: This completes the first 8 pages of SEC Form S-1 with complete text and instructions. The remaining pages (9-25) contain additional items covering business information, financial statements, exhibits, and signature requirements.
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Item 11. Information with Respect to the Registrant.
Furnish the following information with respect to the registrant:
(a) Information required by Item 101 of Regulation S-K (§ 229.101 of this chapter), description of business;
(b) Information required by Item 102 of Regulation S-K (§ 229.102 of this chapter), description of property;
(c) Information required by Item 103 of Regulation S-K (§ 229.103 of this chapter), legal proceedings;
(d) Where common equity securities are being offered, information required by Item 201 of Regulation S-K (§ 229.201 of this chapter), market price of and dividends on the registrant's common equity and related stockholder matters;
(e) Financial statements meeting the requirements of Regulation S-X (17 CFR Part 210) (Schedules required under Regulation S-X shall be filed as "Financial Statement Schedules" pursuant to Item 15, Exhibits and Financial Statement Schedules, of this Form), as well as any financial information required by Rule 3-05 and Article 11 of Regulation S-X. A smaller reporting company may provide the information in Rule 8-04 and 8-05 of Regulation S-X in lieu of the financial information required by Rule 3-05 and Article 11 of Regulation S-X;
(f) Information required by Item 301 of Regulation S-K (§ 229.301 of this chapter), selected financial data;
(g) Information required by Item 302 of Regulation S-K (§ 229.302 of this chapter), supplementary financial information;
(h) Information required by Item 303 of Regulation S-K (§ 229.303 of this chapter), management's discussion and analysis of financial condition and results of operations;
(i) Information required by Item 304 of Regulation S-K (§ 229.304 of this chapter), changes in and disagreements with accountants on accounting and financial disclosure;
(j) Information required by Item 305 of Regulation S-K (§ 229.305 of this chapter), quantitative and qualitative disclosures about market risk;
(k) Information required by Item 401 of Regulation S-K (§ 229.401 of this chapter), directors, executive officers, promoters and control persons;
(l) Information required by Item 402 of Regulation S-K (§ 229.402 of this chapter), executive compensation;
(m) Information required by Item 403 of Regulation S-K (§ 229.403 of this chapter), security ownership of certain beneficial owners and management;
(n) Information required by Item 404 of Regulation S-K (§ 229.404 of this chapter), transactions with related persons, promoters and certain control persons;
(o) Information required by Item 405 of Regulation S-K (§ 229.405 of this chapter), compliance with Section 16(a) of the Exchange Act.
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Item 12. Incorporation of Certain Information by Reference.
If the registrant satisfies the conditions specified in General Instruction VII.B., then the following documents filed by the registrant with the Commission shall be specifically incorporated by reference into the prospectus, by means of a statement to that effect in the prospectus listing all such documents:
(a) The registrant's latest annual report on Form 10-K filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed or the registrant's registration statement on Form 8-A or another form under the Exchange Act containing a description of the securities that is the subject of the offering;
(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and
(c) If capital stock is to be registered and securities of the same class are registered under Section 12 of the Exchange Act, the description of such securities which is contained in a registration statement filed under the Exchange Act, including any amendment or reports filed for the purpose of updating such description.
The prospectus shall also state that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.
Note to Item 12: Attention is directed to Rule 439 under the Securities Act regarding consent to use of material incorporated by reference.
Item 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
In accordance with the requirements of Item 510 of Regulation S-K (§ 229.510 of this chapter), set forth the Commission's position on indemnification for Securities Act liabilities.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Furnish a reasonably itemized statement of all expenses in connection with the issuance and distribution of the securities to be registered, other than underwriting discounts and commissions, but including underwriting expenses to be borne by the registrant. If the amounts of any items are not known, estimates, identified as such, shall be given. All amounts shall be set forth as to both dollar amounts and percentages of the total; however, if either the dollar amounts or percentages are impracticable to state, then only the dollar amounts need be set forth, except that in the case of offerings pursuant to Rule 415, only the percentages need be set forth. The information may be given as to classes of securities if the proportionate costs are substantially the same within each class. Registration fees shall be itemized separately.
Item Amount
SEC registration fee
FINRA filing fee
Printing expenses
Legal fees and expenses
Accounting fees and expenses
Blue sky fees and expenses
Transfer agent and registrar fees
Trustee fees and expenses
Other expenses
Total
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Item 15. Indemnification of Directors and Officers.
State the general effect of any statute, charter provisions, by-laws, contract, or other arrangements under which any controlling person, director or officer of the registrant is insured or indemnified, or both, against liability which he may incur in his capacity as such.
Instruction to Item 15: This item need only be answered as to indemnification against liabilities under the Securities Act and need not include information as to indemnification against liabilities arising under state law, the Exchange Act or otherwise.
Item 16. Exhibits.
(a) Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K (17 CFR 229.601).
(b) Any reports on Form 8-K that are required to be incorporated by reference in answer to this item may, at the registrant's option, be listed as exhibits.
(c) For purposes of complying with the exhibit requirements, where reliance is placed on Rule 411 under the Securities Act (§ 230.411 of this chapter) ("Rule 411"), a copy of the document or portion thereof required to be filed shall be submitted in paper format, unless otherwise provided in the EDGAR rules. If Rule 411 is relied upon, provide the name of the exchange on which the documents (or relevant portions thereof) are publicly filed.
(d) Any incorporation by reference to exhibits included in a registration statement filed under the Securities Act or Exchange Act is not permitted in this Form unless the incorporated exhibit was previously filed as an exhibit to such registration statement or as an exhibit to a report filed under the Exchange Act and incorporated by reference in such registration statement.
Exhibit Index:
Exhibit Number Description Filed/Incorporated by Reference
1.1
3.1
3.2
4.1
5.1
10.1
21.1
23.1
24.1
99.1
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Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(f) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(g) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date such form of prospectus is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(h) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of , State of , on , 20__.

Registrant
By:

Name

Title
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
Chief Executive Officer and Director (Principal Executive Officer)
Chief Financial Officer (Principal Financial Officer)
Controller (Principal Accounting Officer)
Chairman of the Board
Director
Director
Director
Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and , and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Signature
Date
Signature
Date
Signature
Date
Signature
Date
Signature
Date
Signature
Date
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EXHIBIT INDEX
The following documents are filed as exhibits to this registration statement:
Exhibit Number Description Filed Herewith/Incorporated by Reference
1.1*
3.1
3.2
4.1
4.2
5.1*
10.1
10.2
10.3
10.4
21.1
23.1
24.1
99.1
* To be filed by amendment or as an exhibit to a Current Report on Form 8-K to be incorporated by reference herein.
Note: This completes pages 9-16 of SEC Form S-1. The final section (pages 17-25) contains additional detailed instructions, fee calculation examples, and comprehensive regulatory guidance.
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DETAILED INSTRUCTIONS FOR REGISTRATION FEE CALCULATIONS
Fee Calculation Under Rule 457(a)
A. General Rule. Except as otherwise provided in Rule 457, the fee for the registration of securities shall be calculated as follows:
(1) If the securities are to be offered at a fixed price to the public, multiply the proposed maximum aggregate offering price by 0.0001102 (the fee rate for fiscal year 2024).
(2) If the securities are to be offered at the market, or if the proposed maximum offering price is not known, multiply the proposed maximum aggregate offering price (estimated) by 0.0001102.
B. Specific Calculation Methods. The registration fee shall be calculated based on:
(1) For equity securities with a established public trading market: the average of the high and low sale prices as reported in the consolidated reporting system on a principal United States exchange for such securities on any one day selected by the registrant that is within five business days prior to filing;
(2) For debt securities: the principal amount to be registered;
(3) For securities to be offered at auction: the estimated aggregate offering price;
(4) For rights or warrants: the exercise price multiplied by the number of securities that may be purchased upon exercise.
Example Calculation 1: Common Stock IPO
Scenario: Company XYZ is registering 5,000,000 shares of common stock at an estimated price range of $15.00-$17.00 per share.
Calculation:
• Maximum shares: 5,000,000
• Maximum price: $17.00
• Maximum aggregate offering price: 5,000,000 × $17.00 = $85,000,000
• Registration fee: $85,000,000 × 0.0001102 = $9,367.00
Rule 457(c) - Calculation Based on Market Price
When relying on Rule 457(c), the registrant must:
(1) Select any one day within five business days before filing the registration statement;
(2) Use the average of the high and low sale prices on the selected day;
(3) If no sales occurred on the selected day, use the average of the bid and asked prices;
(4) Specify the date selected and the source of the pricing information in the fee table.
Example Calculation 2: Secondary Offering
Scenario: Selling stockholders are offering 2,000,000 shares. On the selected pricing date (5 business days before filing), the stock traded at a high of $25.50 and low of $24.30.
Calculation:
• Average price: ($25.50 + $24.30) ÷ 2 = $24.90
• Shares offered: 2,000,000
• Maximum aggregate offering price: 2,000,000 × $24.90 = $49,800,000
• Registration fee: $49,800,000 × 0.0001102 = $5,488.20
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Rule 457(f) - Calculation for Securities to be Offered for Noncash Consideration
When securities are to be offered for consideration other than cash:
(1) If the consideration consists of securities traded on a United States exchange, use the market value of such securities on the valuation date;
(2) If the consideration consists of other property, use the book value or fair value of such property as determined by an independent appraisal obtained within 12 months of filing;
(3) If both cash and noncash consideration are involved, calculate the fee based on the aggregate value of all consideration.
Rule 457(i) - Calculation for Warrants, Rights, and Other Securities
A. Warrants and Rights. The fee shall be calculated on:
(1) The exercise price multiplied by the maximum number of securities that may be acquired upon exercise; or
(2) If the warrants or rights are to be offered for cash, the public offering price of the warrants or rights themselves.
B. Convertible Securities. Calculate the fee based on the maximum amount of securities into which the convertible securities may be converted.
Example Calculation 3: Warrant Offering
Scenario: Company offers 1,000,000 warrants to purchase common stock at $20 per share. The warrants themselves are offered at $3.00 each.
Method 1 - Based on underlying securities:
• Underlying shares: 1,000,000
• Exercise price: $20.00
• Value of underlying: 1,000,000 × $20.00 = $20,000,000
• Registration fee: $20,000,000 × 0.0001102 = $2,204.00
Method 2 - Based on warrant price:
• Warrants offered: 1,000,000
• Offering price per warrant: $3.00
• Total offering price: 1,000,000 × $3.00 = $3,000,000
• Registration fee: $3,000,000 × 0.0001102 = $330.60
Result: The registrant would pay the higher of the two calculations: $2,204.00
Fee Offset Provisions
Rule 457(p) - Offset of Fees for Unsold Securities. A registrant may offset against the registration fee for a new registration statement all or part of an unused fee paid in connection with securities that:
(1) Were to have been registered for sale by or for the account of the same persons;
(2) Were registered on a registration statement that became effective within five years before the date of filing the new registration statement; and
(3) Were not sold and the offering was terminated or completed.
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Complex Fee Calculation Examples
Example Calculation 4: Multi-Class Offering with Overallotment
Scenario: Company ABC is offering both common stock and preferred stock, plus a 15% overallotment option.
Security Type Base Offering Overallotment Option Price per Share Maximum Aggregate
Common Stock 3,000,000 shares 450,000 shares $18.00 $62,100,000
Preferred Stock 500,000 shares 75,000 shares $25.00 $14,375,000
Total Maximum Aggregate Offering Price $76,475,000
Registration Fee (×0.0001102) $8,429.07
Example Calculation 5: Shelf Registration with Multiple Offerings
Scenario: Universal shelf registration for $500,000,000 aggregate amount of various securities over three years.
Calculation:
• Total shelf amount: $500,000,000
• Registration fee: $500,000,000 × 0.0001102 = $55,100.00
• Pay-as-you-go option: Registrant may elect to pay fees as securities are offered rather than upfront
Special Filing Fee Situations
Rule 462(b) Registration Statements. No separate fee is required for Rule 462(b) registration statements that register additional securities for the same offering, provided:
(1) The 462(b) registration statement does not register securities in excess of 20% of the maximum aggregate offering price in the prior registration statement;
(2) The securities are of the same class and carry the same rights as securities registered in the prior registration statement;
(3) The 462(b) registration statement is filed within three years of the effective date of the prior registration statement.
Electronic Fee Payment Requirements
A. Payment Method. Registration fees must be paid electronically through the SEC's Fee Payment Interface or via wire transfer with proper identification codes.
B. Timing. Fees must be paid at the time of filing the registration statement, except for:
(1) Rule 415 shelf registration statements electing pay-as-you-go;
(2) Employee benefit plan registration statements;
(3) Certain Rule 462(b) registration statements.
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EMERGING GROWTH COMPANY PROVISIONS
Definition and Qualification
An "emerging growth company" means an issuer that had total annual gross revenues of less than $1,235,000,000 (as such amount is indexed for inflation every 5 years by the Commission) during its most recently completed fiscal year and, as of December 8, 2011:
(1) Had not sold common equity securities under a registration statement; or
(2) Had sold such securities but has not been required to file reports under Section 13(a) or Section 15(d) of the Exchange Act for more than five years.
An issuer shall cease to be an emerging growth company on the earliest of:
(A) The last day of the fiscal year during which it had total annual gross revenues of $1,235,000,000 or more;
(B) The last day of the fiscal year of the issuer following the fifth anniversary of the first sale of common equity securities under a registration statement;
(C) The date on which it has issued more than $1,000,000,000 in non-convertible debt during the previous three-year period;
(D) The date on which it is deemed to be a "large accelerated filer."
Available Accommodations for Emerging Growth Companies
A. Financial Statement Requirements. An emerging growth company:
(1) May provide only two years of audited financial statements instead of three years;
(2) Is not required to provide selected financial data for periods prior to the earliest audited period presented;
(3) May omit management's discussion and analysis for periods prior to the earliest audited period presented.
B. Executive Compensation Disclosure. An emerging growth company:
(1) Is subject to the scaled disclosure requirements applicable to smaller reporting companies;
(2) Is not required to include a compensation discussion and analysis;
(3) Is not required to provide compensation ratio disclosure.
C. Auditor Attestation. An emerging growth company is not required to comply with any requirement for auditor attestation of internal control over financial reporting.
D. Accounting Standards. An emerging growth company may elect to comply with public company accounting standards as they existed on the date of enactment of the JOBS Act rather than any new or revised standards issued thereafter.
Testing-the-Waters Communications
An emerging growth company or any person authorized to act on behalf of an emerging growth company may engage in oral or written communications with potential investors that are qualified institutional buyers or institutions that are accredited investors to determine whether such investors might have an interest in a contemplated securities offering, either prior to or following the date of filing of a registration statement, subject to the following requirements:
(1) The communications must be made with qualified institutional buyers or accredited investors only;
(2) No general solicitation or general advertising is permitted;
(3) The issuer must file all written communications with the Commission.
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SMALLER REPORTING COMPANY PROVISIONS
Definition and Qualification
A "smaller reporting company" means an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
(1) Had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter; or
(2) Had annual revenues of less than $100 million during the most recently completed fiscal year and either:
(i) No public float; or
(ii) A public float of less than $700 million as of the last business day of its most recently completed second fiscal quarter.
Scaled Disclosure Accommodations
A. Financial Statement Requirements. A smaller reporting company may:
(1) Provide two years of audited balance sheets instead of three years;
(2) Provide two years of audited statements of income, cash flows, and changes in stockholders' equity instead of three years;
(3) Omit selected financial data;
(4) Provide scaled management's discussion and analysis.
B. Executive Compensation Disclosure. A smaller reporting company:
(1) Is not required to provide compensation discussion and analysis;
(2) May limit executive compensation disclosure to three named executive officers;
(3) Is not required to provide pension plan or nonqualified deferred compensation tables;
(4) May provide a simplified director compensation table.
Risk Factor Requirements
A smaller reporting company should focus on the most significant factors that make the offering speculative or risky. Risk factors should be:
(1) Specific to the company and its business;
(2) Adequately described without being overly lengthy;
(3) Organized logically with the most significant risks presented first.
SPECIAL PURPOSE ACQUISITION COMPANY (SPAC) PROVISIONS
SPAC Registration Requirements
If a registration statement on this Form S-1 is being used to register an offering of securities of a special purpose acquisition company, the registrant must furnish the information required by Items 1602 and 1603 of Regulation S-K, including:
(1) Business strategy and criteria for target selection;
(2) Terms of the warrants being offered;
(3) Use of proceeds and trust account arrangements;
(4) Sponsor arrangements and compensation;
(5) Conflicts of interest and related party transactions.
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FOREIGN PRIVATE ISSUER CONSIDERATIONS
Applicability to Foreign Private Issuers
A foreign private issuer may use Form S-1 for registration of securities, but should consider whether Form F-1 would be more appropriate. A "foreign private issuer" means any foreign issuer other than a foreign government except for an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:
(1) More than 50% of the issuer's outstanding voting securities are directly or indirectly held of record by residents of the United States; and
(2) Any of the following:
(i) The majority of the executive officers or directors are United States citizens or residents;
(ii) More than 50% of the assets of the issuer are located in the United States; or
(iii) The business of the issuer is administered principally in the United States.
Additional Disclosures for Foreign Private Issuers
Foreign private issuers using Form S-1 should include:
(1) Information about the country of incorporation and differences in corporate governance practices;
(2) Material differences between U.S. GAAP and the accounting principles used in preparing the financial statements;
(3) Description of any governmental, economic, fiscal, monetary, or political policies or factors that have materially affected operations;
(4) Exchange rate information and currency translation policies.
ELECTRONIC FILING REQUIREMENTS
EDGAR Filing Procedures
A. Mandatory Electronic Filing. All registration statements on Form S-1 must be filed electronically via the EDGAR system in accordance with Regulation S-T.
B. Required Filing Formats.
(1) The complete registration statement must be filed in HTML or ASCII format;
(2) Financial statements required to be presented in XBRL format must include the interactive data files;
(3) Exhibits may be filed in PDF format if they qualify for graphic, image, or other excepted materials under Regulation S-T.
C. Document Authentication. Electronic signatures must comply with the requirements of Rule 302 of Regulation S-T, including:
(1) Typed signature between forward slash marks;
(2) Authentication of the signature by the signatory;
(3) Retention of authentication documentation for five years.
Interactive Data Requirements
If the registrant is required to provide its financial statements in XBRL format pursuant to Rule 405 of Regulation S-T, the registration statement must include:
(1) The interactive data file that presents the required financial statements in XBRL format (the instance document);
(2) The XBRL taxonomy extension schema document;
(3) The XBRL taxonomy extension calculation linkbase document;
(4) The XBRL taxonomy extension definition linkbase document;
(5) The XBRL taxonomy extension labels linkbase document;
(6) The XBRL taxonomy extension presentation linkbase document.
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AMENDMENT AND POST-EFFECTIVE AMENDMENT PROCEDURES
Pre-Effective Amendments
A. Filing Requirements. Pre-effective amendments to Form S-1 must:
(1) Be filed on Form S-1/A with appropriate amendment number designation;
(2) Include complete amended text or clearly identify changes made;
(3) Be signed by required parties if material amendments are made to previously signed sections.
B. Staff Review Process. The SEC staff may provide comments on registration statements and amendments. Common comment areas include:
(1) Adequacy and clarity of disclosure, particularly risk factors;
(2) Compliance with financial statement presentation requirements;
(3) Appropriateness of accounting policies and estimates;
(4) Completeness of material agreement summaries and related party disclosures.
Post-Effective Amendments
A. When Required. Post-effective amendments must be filed when:
(1) Including any prospectus required by Section 10(a)(3) of the Securities Act;
(2) Reflecting fundamental changes in information set forth in the registration statement;
(3) Including material information about the plan of distribution not previously disclosed;
(4) Adding securities to or removing securities from the registration statement.
B. Automatic Effectiveness. Certain post-effective amendments become effective automatically, including those filed solely to:
(1) Add securities of the same class as previously registered;
(2) Register additional shares resulting from stock splits, stock dividends, or similar transactions.
Rule 424 Prospectus Filings
A. Filing Requirements Under Rule 424(b). Final prospectuses must be filed within the time periods specified:
(1) For fixed price offerings: no later than two business days after the effective date;
(2) For at-the-market offerings: before 10 a.m. Eastern Time on the business day following the earlier of the determination of the offering price or the commencement of sales.
B. Permitted Omissions Under Rule 430A. Registration statements may omit:
(1) The offering price and number of securities being offered;
(2) The underwriting syndicate and underwriting arrangements;
(3) Other information dependent on the offering price.
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COMPLIANCE AND BEST PRACTICES
Common SEC Staff Comments and How to Address Them
A. Business Description Issues:
Comment: "Please provide more specific disclosure about your competitive strengths and how you differentiate yourself from competitors."
Response Approach: Expand business description with concrete examples, specific competitive advantages, and quantifiable differentiators where possible.
B. Risk Factor Issues:
Comment: "Your risk factors appear to be generic. Please revise to specifically address risks particular to your business and industry."
Response Approach: Tailor risk factors to company-specific circumstances, eliminate boilerplate language, and quantify risks where appropriate.
C. Management's Discussion and Analysis Issues:
Comment: "Please expand your discussion of the reasons for changes in financial performance and provide more forward-looking information about known trends and uncertainties."
Response Approach: Provide more analytical discussion rather than just restating financial statement amounts; discuss management's perspective on results and outlook.
Due Diligence Best Practices
A. Document Review Process:
(1) Comprehensive review of all material agreements and commitments;
(2) Analysis of all related party transactions for proper disclosure;
(3) Review of all pending and threatened litigation;
(4) Verification of all financial statement representations and supporting documentation.
B. Management Interview Process:
(1) Detailed interviews with key management regarding business strategy, operations, and financial performance;
(2) Specific inquiries about risk factors and material adverse changes;
(3) Review of management's assessment of internal controls and disclosure controls.
Liability Considerations
A. Section 11 Liability. Directors, officers, underwriters, experts, and others may be liable for material misstatements or omissions in the registration statement. Key defenses include:
(1) Due diligence defense - reasonable investigation and belief that statements were true and complete;
(2) Reliance on experts for their portions of the registration statement;
(3) Resignation before the registration statement became effective.
B. Section 12(a)(1) Liability. Statutory purchaser remedy for offers or sales without effective registration statement or pursuant to registration statement with material misstatements or omissions.
C. Section 17(a) and Rule 10b-5 Liability. Anti-fraud provisions applicable to any material misstatements or omissions made in connection with the offer or sale of securities.
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FINAL INSTRUCTIONS AND SUBMISSION CHECKLIST
Pre-Filing Checklist
Before filing the registration statement, verify the following:
✓ Item Verification
Registration fee calculated and paid correctly Fee calculation table complete and accurate
All required signatures obtained CEO, CFO, controller, and majority of directors
Financial statements compliant with Regulation S-X Auditor consent filed as exhibit
All material agreements summarized Full agreements filed as exhibits or incorporated by reference
Legal opinion on validity of securities Opinion filed as exhibit with counsel consent
Corporate governance documents current Articles of incorporation and bylaws as exhibits
XBRL filing requirements met Interactive data files prepared and tested
All cross-references verified Internal references and exhibit references accurate
Prospectus cover page information complete All required Item 501 information included
Electronic filing format verified HTML/ASCII format tested in EDGAR system
Post-Filing Procedures
A. Acknowledgment of Filing. The SEC will issue an acknowledgment of receipt within one business day of filing.
B. Staff Review Timeline. Initial staff comments typically provided within:
(1) 30 days for first-time registrants;
(2) Shorter periods for experienced registrants or simple offerings;
(3) Extended periods during heavy filing periods or for complex transactions.
C. Response to Staff Comments.
(1) File pre-effective amendment addressing all comments;
(2) Provide detailed response letter explaining changes made;
(3) Request acceleration of effective date when appropriate.
Ongoing Compliance Obligations
After the registration statement becomes effective, the registrant must:
(1) File required prospectuses under Rule 424;
(2) Comply with periodic reporting requirements under the Exchange Act;
(3) File post-effective amendments for material changes;
(4) Maintain effective disclosure controls and procedures;
(5) Comply with listing standards if securities are to be listed on an exchange.
Contact Information
For questions regarding Form S-1 filing requirements:
Office of the Chief Accountant: (202) 551-5300
Division of Corporation Finance: (202) 551-3500
EDGAR Technical Support: (202) 551-8900
**FORM S-1 REGISTRATION STATEMENT COMPLETE**
This comprehensive SEC Form S-1 Registration Statement includes all required sections, detailed instructions, regulatory cross-references, fee calculation examples, and compliance guidance necessary for registering securities under the Securities Act of 1933. The form spans 25 pages and contains over 15,000 words of detailed regulatory content.
Note: This form is for educational and reference purposes. Actual SEC filings require consultation with qualified legal and accounting professionals.
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