Appendix A — Common Disclosures in an IPO Registration Statement
Typical Sections in an IPO Registration Statement
The table below summarizes the information entities either are required to provide or often include in
an IPO registration statement.
Section | Section Overview |
|---|---|
Prospectus summary (often
referred to as the “box”) | Highlights in one consolidated location the key information related to the IPO,
such as a summary of the company and its business, the nature of the securities
being offered, primary risk factors, and summarized financial information. |
Risk factors | Highlights the company’s most significant risk factors. Risk factors should be
specific to the company. |
Use of proceeds | Describes the primary intended use of the net proceeds. Examples of typical
uses may include acquisitions, capital expenditures, debt reduction, and general
corporate purposes. |
Dividend policy | Discusses current dividend policy and any anticipated changes to the policy. |
Capitalization | A table presenting the capital structure of the company before and after the
offering is often presented. |
Dilution | Disclosure, often in a tabular format, of any material difference between the IPO
price of the securities and the net tangible book value per share. |
MD&A | Discusses the company’s financial condition and results of operations for the
periods presented, including forward-looking information. |
Business | Contains extensive disclosure and discussion about a company’s business,
including, but not limited to, its industry, customers, products and services,
properties, operating segments, and significant litigation and contingencies. |
Executive officers, directors,
and principal and selling
stockholders | A company’s executive officers and directors must be identified. A brief summary
of the relevant business experience for each must also be disclosed. In addition,
a company must disclose the name and beneficial stock ownership of each
director/selling stockholder, executive officer, all directors and executive officers
as a group, and each known 5 percent stockholder. |
Executive compensation | Highlights the key provisions of the compensation arrangements of executive
officers and directors. |
Description of capital stock | Summarizes the terms of capital stock outstanding after the IPO, including the
number of stockholders and shares, rights to acquire capital stock, and any anti-takeover
provisions. |
Underwriting/plan of
distribution | Discloses the price of the securities being offered, the names of the managing
underwriters and other members of the underwriting syndicate, and
underwriting discounts and any other compensation arrangements with the
underwriters. |
Experts | Identifies any parties or persons who have prepared or certified any part of the
prospectus (e.g., an independent registered public accounting firm that audits
the financial statements included therein). |
Financial statements | Any required annual or interim financial statements of the registrant or other
entities. (See Chapter 2 for further details.) |
Other disclosures | Certain relationships and related-party transactions, material income tax
consequences, and legal matters. |