Practice Tip: Use Stickers To Reflect Material Changes In A Form S-1 Resale Registration Statement


If an issuer that is not listed on an exchange or NASDAQ needs to register its securities for resale by its stockholders (for example, following a PIPE transaction), it cannot file its registration statement using Form S-3. Instead, the securities to be resold by stockholders of an unlisted company can only be registered on Form S-1, which does not permit the issuer to incorporate its future Exchange Act reports by reference. As a result, the unlisted issuer must use a different methodology to keep its resale prospectus up-to-date, reflecting all material changes regarding its business.

An article by Pryor Cashman Corporate Partner Stephen M. Goodman published in the BNA Securities Law and Regulation Report, 43 SRLR 273, provides an analysis of the problem and points to a relatively simple technique for updating an S-1 resale registration statement based on certain SEC interpretations.

The article published on February 7, 2011 is entitled “Practice Tip: Use Stickers To Reflect Material Changes In A Form S-1 Resale Registration Statement”.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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