Financial Information – What financial information is included in the registration statement? – (37)

Three considerations for companies considering going public without an underwriter are:
Locating investors: If the offering is of a significant size, it may be difficult for a company to find enough investors for its shares.
Independent scrutiny: In addition to the discipline of responding to underwriters’ comments based on their diligence, underwriters may have a better and broader understanding of the company’s industry and markets and will have access to more investors, particularly institutional investors.
Research coverage: An IPO without underwriters may not have any or sufficient research coverage after the offering, often resulting in an inactive, and therefore, illiquid,post-offering market.
Financial Information
What financial information is included in the
registration statement?
The SEC requires the following information in the prospectus of an issuer:
Audited balance sheets as of the end of the issuer’s last two fiscal years;
Audited statements of operations, statements of cash flows, statements of comprehensive income and statements of changes in shareholders’ equity of the company’s last three fiscal years, or two years in the case of an EGC;

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