Question

Imagine you are a private company going public and need to file and S-1 IPO (Initial Public Offering) Registration Report. What information about the company would you be required to disclose? How many years of financials would you have to have audited?

Now, in a follow-up post, you realize that you need to file an 8-K Interim Event. Describe what event led you to decide that you need to file the 8-K.

Answer 1

A firm that is preparing to go public has to disclose all information that is relevant to public investors in its IPO prospectus. Dislosures must include the following:-

* risk factors related to the business, strategy of the firm, etc,
* detailed information about the company's pre-IPO and post-IPO ownership structure,
* the management (CEO, board of directors, compensation),
* details about how the IPO proceeds will be used by the company,
* past financial performance (consolidated balance sheet, income statement, cash flows statement, etc.)
* dividend policy, capitalization and dilution,
* information related to the underwriting syndicate,
and so on.

2-3 years audited financials of the company should be available if going public.

8-k must be filed in the following circumstances:-

1.Termination of a Material Definitive Agreement..

2. Bankruptcy or Receivership.

To conclude various events like signing, amending or terminating material definitive agreements not made in the ordinary course of business, bankruptcies or receiverships, mine shutdowns or violations of mine health and safety laws, consummation of a material asset acquisition or sale, results of operations and financial condition, creating certain financial obligations, costs associated with exit or disposal plans, material impairments, delisting from a securities exchange or failing to satisfy listing requirements, unregistered equity sales (private placements), modifications to shareholder rights, change in accountants, determinations that previously issued financial statements cannot be relied upon change in control, senior officer appointments and departures, director elections and departures, amendments to certificate/articles of incorporation or bylaws, changes in fiscal year, trading suspension under employee benefit plans, amendments or waivers of code of ethics, changes in shell company status, results of shareholder votes, disclosures applicable to issuers of asset-backed securities, disclosures necessary to comply with Regulation FD, other material events, and certain financial statements and other exhibits require 8-K filings.