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In an unregistered securities offering, an agreement between the issuer and the purchasers of the security that creates an obligation for the issuer to register the re-offer and resale of the securities being offered at some time in the future (usually within six months).
Investors that own restricted shares of a privately-held company need access to a broader market to eventually sell those shares. Such investors need to have the right or ability to require the company to list the shares publicly.
A company should include in the registration statement information on each of the following in readable format:Business summary.Financial summary.Risk factors.Management and compensation.Stock offering.Use of proceeds.Management's discussion and analysis of financial condition and results of operations.
Demand registration rights, where an investor can force a company to file a registration statement to register the holder's securities so the investor can sell them in the public market without restriction.
An S-3 registration entitles investors to demand that a company register their shares on a Form S-3 registration statement. Form S-3 is a shorter form of registration statement than a Form S-1 (used in an IPO) and may be used by a company one year after an IPO.