Form S-3 is a simplified form for registering securities with the Securities and Exchange Commission (SEC). The form can be used by a company to register securities under the Securities Act of 1933, instead of using Form S-1. Form S-3 is intended to disclose essential company and stock information to potential investors, commonly before the initial public offering (IPO) of common stock or preferred stock.
For a company to qualify to use Form S-3, however, it must be based in the United States only and have met specified dividend and debt requirements as well as all reporting deadlines and requirements under sections 12 or 15(d) of The Securities Exchange Act of 1934 for a minimum of 12 months—including an annual Form 10-K, quarterly Form 10-Qs and periodic Form 8-Ks.
Form S-3 calls for a prospectus, which will ultimately be distributed to potential investors, and it includes undertakings, exhibits and disclosures that become publicly viewable on the SEC EDGAR (Electronic Data Gathering, Analysis and Retrieval) online filing system.
Filing a Form S-3 offers distinct time and cost savings over filing a Form S-1.
With nearly 50 years of SEC compliance experience, and as one of the first companies to actively engage with EDGAR and the XBRL mandate, Merrill is uniquely qualified to help filers worldwide successfully navigate ever-changing SEC requirements. With Merrill, you can manage regulated disclosure with absolute security, precision and accuracy.