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Piggyback registration rights, where the investor is entitled to register its securities when either the company or another investor initiates the registration. Holders of piggyback rights are allowed to include their securities in a registration initiated by the company or another investor.
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.
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.
If the seller complies with Rule 144, the sale will not violate the registration requirements of the Securities Act. Rule 144 imposes certain holding period, informational, volume, manner of sale and notice obligations in certain situations and for certain stockholders.
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.
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.)
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.
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.