Series 24: 4.1.5.3.1. Registration Statement Information Requirements

4.1.5.3.1. Registration Statement Information Requirements

Section 7 of the Securities Act requires that a registration statement include information that can be grouped into the following categories:

General information about the issuer

• Name, state, or other jurisdiction of incorporation or organization, and location of main office

• Names and addresses of directors and the company’s chief executive, financial, and accounting officers

• Compensation of directors and officers

• Description of the company’s business

Information about the issuer’s stock

• Names and addresses of shareholders who own more than 10% of any class of stock or of the aggregate outstanding stock

• Amount of securities held by shareholders who hold at least 10% of company securities, including directors, officers, and the underwriter

• Issuer’s capitalization

• Securities covered by options outstanding or to be created

Information about the issuer’s finances

• Current balance sheet

• Profit and loss statement

• Any other offerings by the issuer within the preceding two years

Information about the offering

• Specific purposes of the offering

• Proposed offering price

• Amount of stock of each class to be offered

• Amount of expenses, commissions, discounts, and other amounts to be paid with respect to the offering

• Estimated net proceeds

• Proposed use of the proceeds to purchase any business or property

• Names and addresses of the underwriters and the legal counsel that reviewed the legality of the issue

• Amount of funded debt outstanding and to be created

Copies of relevant documents

• Underwriter agreements

• Legal opinions of counsel on the issue’s legality

• Material contracts not made in the ordinary cours