Going public transactions can be structured a variety of ways. An initial public offering or primary offering involves a registration statement covering shares for sale by an issuer. Many going public transactions involve the filing of a registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can meet FINRA’s shareholder requirements.
This type of registration statement is referred to as a resale registration statement or secondary offering. The issuer does not receive proceeds from the sale of the securities subject to a resale registration statement. Companies often file resaleregistration statements when they have granted existing shareholders registration rights. An issuer can file a Form S-1 statement covering both a secondary offering by selling shareholders and a primary offering of its own behalf. This structure is common in going public transactions particularly when an issuer does not have enough stockholders for a ticker symbol assignment.
