Pre-IPO Disclosures – What is included in a prospectus? – (51)

marketing arrangements and intellectual property.
Management. Officers and directors must be identified in the management section and brief biographical descriptions must be included.
Executive Compensation. The company must disclose the executive compensation of its five highest paid executive officers, which must include the CEO and CFO. Most of this disclosure is presented in tabular format. The executive compensation section must also include directors’ compensation and employee benefit plans. The SEC requires a compensation disclosure and analysis
(“CD&A”) in which the company discloses the company’s executive and board compensation matters. An EGC will have reduced compensation disclosure requirements. See
“What disclosures may an EGC make?”.
Related Party Transactions. This section must include any material business transaction between the issuer and its executive officers, directors, significant shareholders and other key personnel.
Security Ownership. This section includes a tabular presentation of the company’s officers’ and directors’ beneficial share ownership as well as the beneficial ownership of each holder of more than 5% of the company’s outstanding stock.
Plan of Distribution. The plan of distribution section describes the underwriting arrangements, including the underwriters’ plans for distributing the shares in the offering

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