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Dilution/Prospectus Related Filings
S-1/F-1
Use Case 1: IPO
When is it filed: Few months prior to pricing of IPO
How to tell the difference: First page will say initial public offering
Immediate Price Impact: None
Explanation: Prospectus required for the registration of shares initially issued and sold in an IPO
Use Case 2: Follow-on/Secondary Offering
When is it filed: Follow-on/Secondary Offering
How to tell the difference: Filing will specify a maximum $ amount being offered and placeholders for # of shares and price
Immediate Price Impact: Low-Medium
Explanation: Companies may use S-1 instead of a shelf (S-3) to register a follow-on/secondary public offering, which would normally result in a price decline depending on the pricing and offering terms. If no PR prior to filing, then the market will interpret this as new information and price will decline. Market will fully price in the offering once PR of pricing is announced.
Use Case 3: Resale - to register previously restricted shares, shares underlying warrants/convertible securities, equity line agreements
When is it filed: Anytime, or contractually within time period specified in the registration rights for any private placement
How to tell the difference: Filing will specify exactly which shares, who's selling, and how many shares are being registered
Immediate Price Impact: Low
Explanation: Restricted securities need registration before it can be sold to public without rule 144 restrictions. Minimal impact on initial filing because requires EFFECT before shares are officially registered and can be sold. Once effective, may have material impact if unlocked shares greatly exceed current trading float or after a short squeeze.
S-1/F-1/A
Use Case: Amend prior filing
When is it filed: After initial filing
How to tell the difference: Check filing it's linked to by clicking the file number
Immediate Price Impact: None
Explanation: Original filing may need amendments for additional disclosures, or finalizing exhibits such as underwriting agreements, documents detailing warrants/convertible terms, consent of accountant & counsel before receiving EFFECT
EFFECT
Use Case: Filed by SEC when it has officially finished review of linked filing
When is it filed: Usually within one month of prospectus, but longer when co is smaller, has complex financials, or foreign. All EFFECTs are bulk publicly disclosed at 6:00AM daily, even if received earlier. Small cap S-1/F-1 offerings almost always priced on day of EFFECT.
How to tell the difference: Check filing it's linked to by clicking the file number
Immediate Price Impact: None
Explanation: EFFECT is required before an S-1/F-1 related offering can be priced, a shelf can be used, or resale shares be fully registered and sold. Will have biggest market impact when market is unsure of exact date of pricing for small cap discounted S-1 offering, since public disclosure of EFFECT for S-1/F-1 offering means pricing is imminent.
S-1/F-1MEF
Use Case: Up-size prior offering
When is it filed: After EFFECT and shortly before pricing
How to tell the difference: Check filing it's linked to by clicking the file number
Immediate Price Impact: Low-Medium
Explanation: The company can decide to up-size up to 20% more than max $ amount previously specified even after receiving EFFECT. Some instant impact potential if market is anticipating a discounted offering but unsure of timing; the filing signals company has received EFFECT and pricing announcement is imminent.
424B4
Use Case: Final prospectus disclosing offering details
When is it filed: After pricing of IPO or S-1/F-1 related offering
How to tell the difference: Check filing it's linked to by clicking the file number
Immediate Price Impact: None
Explanation: Final prospectus supplement for the S-1/F-1 containing the pricing details and shares issued. No impact because pricing PR would have been released before this.
S-3/F-3/F-10
Use Case 1: Shelf
When is it filed: Anytime the company plans to raise funds over next three years
How to tell the difference: Will state a max $ amount being registered and the types of securities issuable.
Immediate Price Impact: None - Low
Explanation: An effective shelf allows the company to offer at anytime within the next three years up to the shelf $ amount, unless subject to $ limits imposed by the baby shelf rule. No immediate impact because initial filing can't be used until receiving EFFECT.
Use Case 2: Resale - to register previously restricted shares, shares underlying warrants/convertible securities, equity line agreements
When is it filed: Anytime, or contractually within time period specified in the registration rights for any private placement
How to tell the difference: Filing will specify exactly which shares, who's selling, and how many shares are being registered
Immediate Price Impact: Low
Explanation: Restricted securities need registration before can be sold to public without rule 144 restrictions. Minimal impact on initial filing because requires EFFECT before shares are officially registered and can be sold. Once effective, may have material impact if unlocked shares greatly exceed current trading float or after a short squeeze.
S-3/F-3MEF
Use Case: Up-size prior shelf
When is it filed: Anytime after EFFECT on shelf
How to tell the difference: Check filing it's linked to by clicking the file number
Immediate Price Impact: Low-Medium
Explanation: The company can decide to up-size up to 20% more than max $ amount previously specified on the shelf even after receiving EFFECT. May have price impact because it signals that the company intends to use the shelf imminently, since the company wouldn't up-size the shelf unless it plans to use it soon.
S-3/F-3ASR
Use Case 1: Automatic shelf registration
When is it filed: Anytime, available to "Well-Know, Seasoned Issuers (WKSI)", which is defined as a company that exceeded $700m float value anytime in the last 60 days or have issued in the last three years at least $1 billion aggregate amount of non-convertible securities other than common equity, in primary offerings for cash, not exchange.
How to tell the difference: Will be blank for $ amount (unless contains ATM) and state which types of securities issuable
Immediate Price Impact: None-Low
Explanation: In majority of cases, a company meets the WKSI criteria by exceeding the $700m float value. It's called automatic because it receives EFFECT automatically at the time of filing. This means a company can use the shelf immediately and offer right away. If they offer right away, then it can have material price impact. There is also no limit on the $ amount for this shelf. Sometimes attached with ATM.
Use Case 2: Resale - to register previously restricted shares, shares underlying warrants/convertible securities, equity line agreements
When is it filed: Anytime, or contractually within time period specified in the registration rights for any private placement
How to tell the difference: Filing will specify exactly which shares, who's selling, and how many shares are being registered
Immediate Price Impact: None-Low
Explanation: ASR can also be used for resale purposes as long as the company meets the WKSI criteria, meaning shares are registered the moment it's filed without need for additional wait period for EFFECT.
424B5
Use Case 1: ATM
When is it filed: Anytime after EFFECT on shelf
How to tell the difference: First page will state max $ issuable from time to time and mention "at the market offering" or "equity distribution agreement"
Immediate Price Impact: Low
Explanation: Once filed, co can issue shares on the open market anytime up to the $ amount. Usually filed throughout course of business so market will not know if the company will use immediately. Normally no market impact on filing. Will have impact if it's more obvious co will use immediately, such as filing after a big run up and needs cash badly.
Use Case 2: Final prospectus disclosing offering details
When is it filed: Shortly after pricing PR
How to tell the difference: Filing will specify shares issued and price/share inline with PR
Immediate Price Impact: None
Explanation: Prospectus supplement filed to disclose an offering was completed and linked to the shelf it was issued with through the same file number. No impact because the PR would be out first, unless placeholder 424B5 was filed before PR.
Use Case 3: Register shares underlying warrants/convertible securities
When is it filed: Anytime, or contractually within time period specified in the registration rights for any private placement
How to tell the difference: Filing will specify which warrants or convertible securities are being registered
Immediate Price Impact: None
Explanation: A 424B5 can also be used to register shares underlying warrants/convertible securities, which will reduce capacity room on the shelf. No impact most of the time unless market is highly short sale constrained.
424B3
Use Case 1: Filed after resale registration receives EFFECT
When is it filed: After resale registration receives EFFECT
How to tell the difference: First page will match the original resale registration filing
Immediate Price Impact: None
Explanation: Customary filing after resale registration receives EFFECT. Shares officially registered after this and may have material impact over time if unlocked shares greatly exceed current trading float or after a short squeeze.
Use Case 2: Amend prior filing
When is it filed: When there is additional material disclosure required
How to tell the difference: First page will mention amendment
Immediate Price Impact: None
Explanation: Usually filed if new material development occurs while prior S-1/F-1 filing is still active. No impact because it will usually contain the same disclosure as the 8-k.
RW
Use Case: Withdrawal of registration filing
When is it filed: After initial filing and whenever the company wants to withdraw it
How to tell the difference: Check which filing it's linked to by clicking the file number
Immediate Price Impact: None-Medium
Explanation: The company may decide to withdraw a prior registration such as S-1 or S-3. If the market was already partially pricing in an offering such as one signaled by an S-1, then the public disclosure of RW may cause a pop because it signals that the company is cancelling the offering.
Financials
10-Q
Use Case: Quarterly financials
When is it filed: Deadline 45 days after quarter end for <$75m float value filer, 40 days for others. 99% of the time filed after earnings PR.
How to tell the difference: N/A
Immediate Price Impact: None-Low
Explanation: Discloses updated financials and any additional required disclosures since last quarter. Only immediate impact if earnings PR not released yet and 10-Q filed beforehand with financials materially different from market expectations. Quarterly financials for foreign firms not required but may be disclosed in form 6-k. NT 10-Q will be filed if company cannot meet the deadline.
10-K
Use Case: Annual financials
When is it filed: Deadline 90 days after quarter end for <$75m float value filer, 75 days for $75m-$700m, 60 days for >$700m. 99% of the time filed after earnings PR.
How to tell the difference: N/A
Immediate Price Impact: None-Low
Explanation: Discloses updated financials and any additional required disclosures. Only immediate impact if earnings PR not released yet and 10-K filed beforehand with financials materially different from market expectations. NT 10-K will be filed if company cannot meet the deadline.
20-F
Use Case: Annual financials for foreign company
When is it filed: Deadline 6 months after year end
How to tell the difference: N/A
Immediate Price Impact: None-Low
Explanation: Discloses updated financials and any additional required disclosures. Only immediate impact if earnings PR not released yet and 20-F filed beforehand with financials materially different from market expectations NT 20-F will be filed if company cannot meet the deadline.
40-F
Use Case: Annual financials for Canadian company
When is it filed: Due the same day as the issuer’s annual report is due to be filed in Canada
How to tell the difference: N/A
Immediate Price Impact: None
Explanation: Canadian version of 20-F
Material Disclosures
8-K
Use Case: Disclosure for material event/change
When is it filed: Within 4 days of the event. 99% of time PR before 8-k, or no PR
How to tell the difference: Filing will have categories describing the type of event and details. If filed with PR, exhibits will contain PR.
Immediate Price Impact: None-High
Explanation: Main categories are: Earnings, business updates, listing status, M&A activity, acquisitions/dispositions, changes in control or management, change in auditors, securities issuance, bankruptcies/restructuring. If the filing is material and publicly released before the PR, then will move markets depending on severity of the event.
6-K
Use Case: Disclosure for material event/change for foreign firm
When is it filed: "promptly" after the event. 99% of time PR before 6-k, or no PR
How to tell the difference: Filing will have categories describing the type of event and details. If filed with PR, exhibits will contain PR.
Immediate Price Impact: None-High
Explanation: If the filing is material and publicly released before the PR, then will move markets depending on severity of the event.
Ownership
SC 13D
Use Case: Initial ownership disclosure for activist stakes
When is it filed: Within 10 days of acquisition > 5% o/s
How to tell the difference: Filing will state who filed, how many shares or derivatives owned, and % of ownership
Immediate Price Impact: None-Medium
Explanation: Main difference between 13D and 13G is purpose of stake, 13D for those with intent on having influence over the company and 13G for passive investors. May have positive price impact if a prominent investor acquires a large activist stake or significant % of the float. Filing will also disclose details on why the investor bought and each transaction of the investor.
SC 13G
Use Case: Initial ownership disclosure for passive stakes
When is it filed: Within 45 days of acquisition > 5% o/s, within 10 days for >10%
How to tell the difference: Filing will state who filed, how many shares or derivatives owned, and % of ownership
Immediate Price Impact: None-Medium
Explanation: May have positive price impact if a prominent investor acquires a large stake or significant % of the float.
SC 13D/A
Use Case: Disclose ownership changes for activist stakes, or change in purpose of transaction
When is it filed: Within 2 days whenever ownership changes >1% of o/s or falling below 5%
How to tell the difference: Filing will state who filed, new # of shares or derivatives owned, and % of ownership
Immediate Price Impact: None-Medium
Explanation: May have positive/negative price impact depending on magnitude of change and which investor bought/sold. Will also disclose each transaction of the investor.
SC 13G/A
Use Case: Disclose ownership changes for passive stakes
When is it filed:
All filers: once a year within 45 days after the year end if any changes. Within 2 days of falling below 5%
Qualified Institutional investors: within 10 days after the end of the first month when >10% stake and within 10 days of the end of any month for any changes > 5% of o/s
Passive investors: Within 2 days when going over 10% and within 2 days whenever ownership changes more >5% of o/s.How to tell the difference: Filing will state who filed, new # of shares or derivatives owned, and % of ownership
Immediate Price Impact: None-Medium
Explanation: May have positive/negative price impact depending on magnitude of change and which investor bought/sold
Form 3
Use Case: Initial filing of insider
When is it filed: Within 10 days of becoming an insider
How to tell the difference: Filing will state who filed, # of shares/derivatives owned, and position of person
Immediate Price Impact: None
Explanation: Only filed once when a person becomes an officer, even if holding 0 shares. See link under form 3 for details of codes.
Form 4
Use Case: Transaction of insider
When is it filed: Within 2 days of transaction
How to tell the difference: Filing will state who filed, date of transaction, # of shares/derivatives transacted at what price, and position of person
Immediate Price Impact: None-Medium
Explanation: If an important insider purchases or sells a large stake, market may react to it as positive/negative signal. Make sure to read footnotes as to how the shares were purchased or sold. Sometimes part of automated plan.
Form 5
Use Case: Omitted transaction of insider
When is it filed: Within 45 days of year end
How to tell the difference: Filing will state who filed, date of transaction, # of shares/derivatives transacted at what price, and position of person
Immediate Price Impact: None
Explanation: Only filed if an earlier transaction was not reported.
Proxies
PRE 14A
Use Case: Preliminary Proxy
When is it filed: At least 10 calendar days prior to when the definitive proxy is sent out
How to tell the difference: Proxy will mention it's preliminary and contain the list of proposals that require a shareholder vote
Immediate Price Impact: None
Explanation: Only required for non-annual shareholder meetings, so usually special meetings for one-off items such as reverse splits, authorized share increases etc.
DEF 14A
Use Case: Definitive Proxy
When is it filed: After the preliminary proxy, or within 120 days after year end for the annual meeting proxy
How to tell the difference: Proxy will contain the list of proposals that require a shareholder vote
Immediate Price Impact: None
Explanation: Most companies have one standard annual shareholder meeting per year so they will have at least one DEF 14A per year. Proxies can also contain some information not found in other filings, such as major shareholders, insider ownership, and executive compensation schemes
DEFM14A
Use Case: Proxy related to merger
When is it filed: After merger is announced
How to tell the difference: Proxy will contain merger related proposals
Immediate Price Impact: None
Explanation: Proxy specifically for voting on proposals related to merger. Will contain details related to merger structure and the parties involved with the merger.
PREC14A, PRRN14A, DFAN14A
Use Case: Proxies filed during proxy war
When is it filed: When a shareholder group has their own proposals or board nominees different from incumbent board proposals
How to tell the difference: Proxy will contain activist proposals
Immediate Price Impact: None-low
Explanation: Depending on what the activist is pushing for, may have material impact if trying to push for sale or some immediate value realization
Other less relevant forms
S-4/F-4
Use Case: Registration for shares issued in connection with a merger
When is it filed: After merger is announced
How to tell the difference: Filing will contain which shares are being registered and merger details
Immediate Price Impact: None
Explanation: Filed when shares that are issued to a merger target need to be registered. Also filed for exchange offers.
425
Use Case: Additional disclosure related to merger
When is it filed: After S-4 is filed, when new information needs to be disclosed related to the merger
How to tell the difference: Will contain the disclosure items, should match accompanying 8-k that's filed
Immediate Price Impact: None
Explanation: Will be close to identical to the 8-k disclosing any material event
1-A
Use Case: Prospectus for offering under Regulation A+
When is it filed: Anytime co wants to raise funds from public but under rules for Regulation A+
How to tell the difference: Looks similar to IPO S-1 for exhibit PART II of filing
Immediate Price Impact: None
Explanation: Regulation A+ is a legal process of fundraising that's similar to crowdfunding. Allows more solicitation of IPO demand by the co through social media and other means not allowed in S-1 IPO. Historically, very low quality companies IPO through this path.
1-U, 1-K, 1-SA
Use Case: Regulation A+ equivalents of 8-k, 10-K, 10-Q
When is it filed: Within 4 days of event for 1-U, within 120 days of year end for 1-K, within 90 days of mid year for 1-SA
How to tell the difference: N/A
Immediate Price Impact: None
Explanation: Same as equivalents. Regulation A+ companies only require one semi-annual (1-SA) report instead 10-q each quarter. Most Reg A+ companies convert to normal reporting company after IPO.
S-8
Use Case: Register shares given in employee benefit plans
When is it filed: Anytime
How to tell the difference: Filing will mention shares and options issued as part of employee benefit plan
Immediate Price Impact: None
Explanation: Special registration for shares given in employee benefit plans, less disclosures in S-8 so faster to file. No impact as these shares are usually sold in small amounts and over a long period of time.