Understanding S-1 Filings and SEC Review

PublicFinancial.com IPO Knowledge Hub Series


For many founders, the S-1 registration statement is the most intimidating part of going public. But it doesn’t have to be.

This guide explains what the S-1 filing is, why it matters, and how to prepare for the SEC review process — in plain English.

Key Founder Questions: S-1 Filing & SEC Review

1️⃣ What is an S-1 filing?

  • The S-1 is your official IPO prospectus.
  • It discloses detailed information about your business, financials, risks, leadership, and plans.
  • Required whether you pursue an IPO or a direct listing.

2️⃣ What does preparing an S-1 involve?

Expect to disclose:

  • Business overview and market opportunity.
  • Historical financial statements (typically 2–3 years, audited).
  • Risk factors.
  • Use of proceeds (IPO only).
  • Executive compensation.
  • Ownership structure.
  • Governance policies.
  • Legal proceedings or contingencies.

Your legal, accounting, and banking teams will work together to draft the document.

3️⃣ How long does the SEC review usually take?

  • Initial review: Typically 30 days.
  • Comment rounds: 1–3 rounds, adding weeks or months.
  • Total timeline: Most companies spend about 3 months from initial filing to approval.

4️⃣ Can we file confidentially at first?

Yes, under the JOBS Act, qualifying companies (Emerging Growth Companies or EGCs) can file a draft S-1 confidentially.

Benefit:

  • Allows review and comment without public disclosure.
  • Limits public scrutiny until closer to the IPO or listing date.

5️⃣ What are the biggest disclosure and compliance issues?

  • Accurate financial reporting.
  • Full risk disclosure.
  • Related party transactions transparency.
  • Revenue recognition consistency.

The SEC will focus on clarity, completeness, and any red flags.

6️⃣ Are disclosures different for direct listings?

Generally no. The S-1 content is almost identical for IPOs and direct listings.

7️⃣ What liabilities do we and our directors face?

  • You (and your board) are legally responsible for the accuracy of disclosures.
  • Misstatements can lead to shareholder lawsuits or SEC enforcement.

8️⃣ What are the stock exchange listing requirements?

Besides SEC approval, you must meet:

  • NASDAQ or NYSE listing standards, including market capitalization, revenue or earnings minimums, and corporate governance.

9️⃣ Will we need to comply with Sarbanes-Oxley Section 404 immediately?

  • Emerging Growth Companies often have a phase-in period.
  • Full SOX 404 compliance (auditor attestation of internal controls) will be required eventually.

Final Thought

The S-1 isn’t just a regulatory hurdle. It’s your chance to tell your story to the market.

A well-prepared S-1 can:

  • Build investor confidence.
  • Reduce SEC review delays.
  • Prevent post-IPO surprises.

Next Step: Assess Your Filing Readiness

Preparing for an S-1 takes months. Contact PublicFinancial.com for an IPO readiness review, including a preliminary S-1 readiness assessment tailored to your company’s financials and growth story.