Form S-3
E453741
Form S-3 is a streamlined registration statement used by eligible public companies in the United States to quickly register securities offerings with the Securities and Exchange Commission.
Statements (50)
| Predicate | Object |
|---|---|
| instanceOf |
SEC registration statement form
ⓘ
United States securities law document ⓘ |
| administeredBy | U.S. Securities and Exchange Commission NERFINISHED ⓘ |
| advantage |
faster access to capital markets
ⓘ
flexibility to conduct takedowns from a shelf registration ⓘ lower transaction costs compared to Form S-1 ⓘ reduced disclosure preparation time ⓘ |
| allows |
incorporation by reference of Exchange Act reports
ⓘ
incorporation by reference of Form 10-K ⓘ incorporation by reference of Form 10-Q ⓘ incorporation by reference of Form 8-K ⓘ |
| applicableTo |
seasoned issuers
ⓘ
well-known seasoned issuers ⓘ |
| characteristic |
allows incorporation by reference
ⓘ
short-form registration statement ⓘ streamlined disclosure requirements ⓘ |
| disclosureFramework | Regulation S-K NERFINISHED ⓘ |
| eligibilityRequirement |
issuer must be organized under U.S. law
ⓘ
issuer must have a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or be required to file reports under Section 15(d) ⓘ issuer must have been subject to Exchange Act reporting requirements for at least 12 calendar months immediately preceding the filing ⓘ issuer must have timely filed all required Exchange Act reports during the preceding 12 months ⓘ issuer must meet minimum public float thresholds for primary offerings ⓘ issuer must not be a shell company ⓘ issuer must not have defaulted on certain obligations ⓘ |
| filingType | registration statement under the Securities Act of 1933 ⓘ |
| governedBy | Securities Act of 1933 NERFINISHED ⓘ |
| jurisdiction |
United States of America
ⓘ
surface form:
United States
|
| offeringLimit | for smaller issuers under Instruction I.B.6, primary offerings limited to one-third of public float in any 12-month period ⓘ |
| publicFloatThreshold |
at least $75 million public float for primary offerings under general S-3 eligibility
ⓘ
less than $75 million public float allowed for smaller issuers under Instruction I.B.6 with offering size limits ⓘ |
| regulates | registration of securities offerings ⓘ |
| relatedRule |
SEC Regulation C
NERFINISHED
ⓘ
SEC Regulation S-K NERFINISHED ⓘ SEC Rule 415 NERFINISHED ⓘ |
| relatedTo |
Form F-3
NERFINISHED
ⓘ
Form S-1 NERFINISHED ⓘ Form S-4 NERFINISHED ⓘ |
| requires |
description of securities being offered
ⓘ
incorporation by reference of financial statements from Exchange Act reports ⓘ plan of distribution disclosure ⓘ prospectus meeting Securities Act requirements ⓘ risk factors disclosure ⓘ use of proceeds disclosure ⓘ |
| usedBy | eligible public companies ⓘ |
| usedFor |
continuous or delayed offerings
ⓘ
primary offerings ⓘ registering securities offerings ⓘ secondary offerings ⓘ shelf registration statements under Rule 415 ⓘ shelf registrations ⓘ |
Referenced by (1)
Full triples — surface form annotated when it differs from this entity's canonical label.