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Primary tabs Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
?Definition? A registration rights provision in a term sheet allows an investor to require a company to register the investor's shares with the SEC when certain conditions are met, ensuring that the investor has the opportunity to sell their shares in the public market.
So you've got an issue ? under Securities Act Rule 415(a)(5), shelf registration statements on Form S-3 for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date. (Things are different for a secondary Form S-3 shelf, since they do not have a fixed expiration date.)
Form S-3 is a simplified security registration form utilized by businesses that have already met other reporting requirements. The form registers securities with the SEC under the Securities Act of 1933 for U.S.-based companies only.
A company that is required to register under the '33 act must create a registration statement, which includes a prospectus, with copious information about the security, the company, the business, including audited financial statements.
An Investor Rights Agreement (IRA) is an agreement between an investor and a company that contractually guarantees the investor certain rights including, but not limited to, voting rights, inspection rights, rights of first refusal, and observer rights.
Registration rights take the form of either "piggyback" or "demand." Piggyback rights allow investors to have their shares included in a registration that is currently in the planning stages by the company. Piggyback rights generally do not cause issues for a firm.