S-1 resale registration
Also called: resale S-1, resale registration statement, secondary registration, resale prospectus
A registration statement that registers shares already issued or issuable to named investors so they can sell them publicly; the company itself usually receives no proceeds from those sales.
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How it works
When a company sells unregistered securities in a PIPE, issues shares under an equity line, or issues warrants in a private placement, the buyers cannot freely resell. The company then files a registration statement covering resales by those investors, who are listed as selling shareholders. Companies not eligible for Form S-3 use Form S-1; eligible ones may use Form S-3 under General Instruction I.B.3.
Once the SEC declares it effective, the named holders can sell the registered shares into the market at any time.
Why it matters
A resale registration does not create new shares by itself. The dilution happened (or will happen) when the shares, warrants or conversions were issued. What the registration changes is supply: it turns restricted shares into freely tradeable ones. The cover page says how many shares are registered, which is a useful measure of how much stock may reach the market.
The company usually says it will receive no proceeds from the resales, except the exercise price if registered warrants are exercised for cash.
Worked example
Hypothetical: Company X has 30,000,000 shares outstanding. An S-1 registers the resale of 9,000,000 shares: 4,000,000 issued in a PIPE and 5,000,000 underlying warrants. When it goes effective, up to 30% of the current share count becomes freely saleable by those holders.
How to spot it
Look for "resale" or "selling stockholders" on the S-1 cover, a "Selling Stockholders" section with a table of holders, and a statement that the company will not receive proceeds. Without a registration, holders can rely on Rule 144 after the holding period. See S-1 vs S-3 and the baby shelf.
Related terms
Guides that use this term
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S-1 vs S-3 vs the Baby Shelf Rule, With the One-Third Math Worked Out
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How reverse splits, resale registrations and convertible financings can repeat in a cycle, with a timeline and a worked share-count example.
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How warrant inducement deals work, why holders get new warrants for exercising early, and how to calculate the shares added now and later.
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Why registered direct offerings often come with unregistered warrants in a concurrent private placement, and how to count the shares they add later.
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Reading Counterparty Disclosures: Holders, Placement Agents and Selling Shareholders
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Form S-1 Explained: IPO vs Resale Registrations, S-1/A and Effectiveness
How a Form S-1 moves from first filing to effectiveness, the difference between an IPO S-1 and a resale S-1, and what 424B4 and 424B3 mean.
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