SEC filings
Form S-3, shelf registration
The short-form shelf registration for eligible Exchange Act reporters.
- Form
- S-3, shelf registration
- Who files
- Eligible Exchange Act reporters
- Eligibility
- Timely reporting, prior 12 months
- Baby shelf
- Under $75,000,000 float, one third of float
- Plan
- Eligibility shown on every plan
Eligibility and the baby shelf
TakePublic records an eligibility suggestion from your reporting history and public float. Confirm eligibility with your securities counsel; TakePublic is not a law firm.
- Reporting historyForm S-3 generally requires Exchange Act reporting and timely filing for the prior twelve months.
- Full shelfPublic float of $75,000,000 or more supports unrestricted primary offerings.
- Baby shelfPublic float under $75,000,000 supports Instruction I.B.6, with a one-third-of-float cap on sales in any trailing twelve months.
What an S-3 package includes
- Shelf registration statementExchange Act reports incorporated by reference.
- Exhibit 107Filing fee table under Rule 457(o) at the current SEC fee rate.
- Auditor consentExhibit 23.1, provided by the company's auditor.
- Later takedownsAfter an effective shelf, takedowns use a 424B5 prospectus supplement in a separate filing.
How TakePublic handles it
TakePublic prepares this; your filing agent files it. TakePublic drafts the Form S-3, 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
What is a baby shelf on Form S-3?
When public float is under $75,000,000, Instruction I.B.6 limits primary sales in any trailing twelve months to one third of public float. TakePublic shows the cap on your dashboard as a suggestion; confirm remaining capacity with counsel.
Does late periodic reporting block Form S-3?
Form S-3 requires timely Exchange Act reporting for the prior twelve months, so a late 10-K or 10-Q can put shelf eligibility at risk. Confirm status with securities counsel.
Does TakePublic handle the S-3?
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
Free scan
See where you stand, free.
Type a ticker, CIK or company name. The scan reads EDGAR and grades the filing record. No account.
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.