SEC Form S-3 is a simplified SEC form that registers securities for public companies that meet certain criteria in order to sell additional shares or register securities under the Securities Act of 1933.
In order for a company to use the SEC Form S-3 instead of Form S-1 for securities, the company must meet the following requirements:
- Main business and operations are in the United States, or U.S territory.
- Has previously registered securities in accordance with the Securities Exchange Act of 1934.
- Has at least $75 million in public float.
- Previously traded at least $1 billion in non-convertible securities in primary offerings for cash, in the last three years.
- Must have met all debt and dividend requirements.
- Has filed all previous paperwork in a timely manner and traded regularly through it’s exchange.
How a SEC Form S-3 can impact Stock Price
First let me tell you that you can never tell whether a stock price is going increase or decrease, ever, and please don’t go and short a stock solely because it filed an S-3 Form. We can look back at past short terms results, and my experience tells me that companies that file a SEC Form S-3 generally have a decline in stock price on the date the form was filed, and/or the day after. NOT all, but most do. There have been numerous times that the stock price surges upwards, generally this is seen on stock charts that were very down already, and most investors were expecting the S-3 form to be filed.
Full text of the Securities Act of 1933.
Full text of the Securities Exchange Act of 1934.
Link to SEC Form S-3