S-3 Eligibility
The ability to use an S-3 registration statement is significant for exchange traded companies. An S-3 allows forward incorporation by reference and can be used for a shelf registration among other benefits. S-3 eligibility is comprised of both registrant or company requirements and transaction requirements. In this blog I will discuss the general company and transaction requirements for a Form S-3. In a separate blog I will drill down on shelf offerings.
Registrant Requirements
Companies that meet the following requirements are eligible to use a Form S-3 for a transaction that meets one of the transaction requirements:
(1) The company must be organized under the laws of the United States and must have its principal business operations in the United States or its territories;
(2) The company has a class of securities registered pursuant to either Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) or is required to file reports pursuant to Section 15(d)
