Pre-IPO Disclosures – What is included in a prospectus? – (50)

the last two completed fiscal years and income statements for each of the last three (two for an EGC) completed fiscal years. The prospectus must also include unaudited financial statements for any interim periods subsequent to the last completed fiscal year.
MD&A. The MD&A section describes the company’s liquidity, capital resources and results of operation. It also includes a discussion of known trends and uncertainties that may have a material impact on the company’s operating performance, liquidity or capital resources. The SEC has identified three principal objectives of the MD&A section: (i) to provide a narrative explanation of the company’s financial statements enabling investors to view the company through management’s eyes; (ii) to enhance the overall financial disclosure and provide context within which the company’s financial information should be analyzed; and (iii) to provide information about the quality of, and potential variability of, the company’s earnings and cash flow, so that investors can assess the company’s future performance.
Risk Factors. The risk factors section usually includes three types of risks: risks pertaining to the offering; risks pertaining to the issuer; and risks pertaining to the issuer’s industry. The SEC requires that the risk factors section include only risks specific to the company.
Business. The business section describes the company’s business, including its products and services, key suppliers, customers,

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