SEC filings
424B5, the prospectus supplement
The Rule 424(b)(5) prospectus supplement for a takedown from an effective shelf.
- Form
- 424B5, prospectus supplement
- Deadline
- Event-driven, at the takedown
- Who files
- Companies with an effective shelf
- Auditor consent
- None new; the shelf carried it
- Plan
- Shelf capacity shown on every plan
When a 424B5 is used
Around a shelf takedown, not on a filer-status clock. Timing relative to pricing and sale is a legal and underwriting judgment for securities counsel and the deal team; track any clock that matters in ET.
What a 424B5 typically contains
- Cover and pricingInformation for the takedown.
- SecuritiesDescription and amount offered.
- Offering updatesUpdates called for by the offering, as drafted with counsel.
How TakePublic handles it
TakePublic prepares this; your filing agent files it. TakePublic drafts the 424B5, runs the review and counsel sign-off, freezes the signed package, and at Sign and submit the company downloads the filing package (EDGAR envelope, signed documents, manifest and PDF proof) and hands it to its filing agent. The Company calendar row closes when EDGAR shows the filing.
Frequently asked questions
Does a 424B5 need auditor consent?
No. The effective shelf already carried the auditor consent when it was filed, so a takedown needs no new one.
What is the baby shelf cap on a takedown?
When public float is under $75,000,000, Instruction I.B.6 caps primary sales in any trailing twelve months at one third of public float. TakePublic shows the cap on your dashboard as a suggestion; confirm remaining capacity with counsel.
Does TakePublic handle the 424B5?
Not today. Your counsel and EDGAR agent prepare and file it; TakePublic shows shelf eligibility and the baby shelf cap on your dashboard, estimated from your filing history and public float.
Official sources
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TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.