Under the Securities Act of 1933, as amended (the “Securities Act”) any offer and    sale   of securities must either be registered on a registration statement filed with the Securities and Exchange Commission (“SEC”) or the offer and sale must qualify for an exemption from registration.  All issuers qualify to register securities on Form S-1 and issuers who conduct direct public offerings often register their securities on Form S-1.

Issuers who go public direct should be aware ofthe disclosure required by Form S-1 prior to making the decision to go public.  Form S-1 has two principal parts. Part I is the prospectus. The issuer of the securities being registered must provide certain disclosures about its business operations, financial condition, and management. Part II ontains information that doesn’t have to be deliFinancial statements included in registration statements filed with the SEC must be audited by a firm that is a member of the Public Company Accounting Oversight Board (“PCOAB”). The PCAOB is a private, nonprofit corporation that oversees auditors of public companies. SEC rules allow smaller reporting companies to provide less financial information than larger reporting issuers. Rule 405 defines a smaller reporting company as a company that: (i) had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate number of shares of its common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in its principal market; (ii)  in the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing, computed by multiplying the aggregate number of such shares held by non-affiliates before filing plus the number of such shares included in the registration statement by the public offering price of the shares; or (iii) if the public float as calculated under paragraph (1) or (2) above is zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

If the registration statement, at the time it becomes effective, contains an untrue statement of a material fact or omits to state a material fact necessary to make other statements not misleading, Section 11 of the Securities Exchange Act of 1933 imposes liability on the issuer and its management as well as other third parties.