Going Public Attorney for S-1,
Form 10, and OTC Market Transactions
Going public is not a single transaction — it is a legal architecture decision that determines how a company raises capital, communicates with investors, and manages regulatory obligations for years after the initial transaction closes. The pathway chosen — S-1, Form 10, Regulation A, reverse merger, or OTC Markets quotation — carries different disclosure requirements, SEC review timelines, FINRA considerations, and ongoing compliance obligations.
Fred Lehrer advises companies on going public transactions from pathway selection through SEC qualification and post-transaction compliance. His background includes nine years as an enforcement attorney in the SEC's Division of Enforcement — experience that shapes how the firm evaluates disclosure risk, identifies comment letter exposure, and structures going public transactions to reduce regulatory friction.
How Companies Go Public in the United States
S-1 Registration Statement
A full SEC registration statement for companies seeking to list on a national exchange or conduct a public offering. Requires audited financial statements, comprehensive risk factor disclosure, MD&A, and SEC staff review. The S-1 process typically takes four to six months for a straightforward offering, longer for complex structures or significant comment letter issues.
Learn more →Form 10 Registration
A registration statement that makes a company a reporting company under the Exchange Act without conducting a public offering. Used by companies seeking OTC Markets quotation or preparing for a reverse merger. Form 10 requires disclosure similar to an S-1 but does not involve a capital raise. The SEC reviews Form 10 filings and issues comment letters.
Learn more →Regulation A Offering
A public offering exemption allowing companies to raise up to $75 million annually with reduced disclosure requirements compared to a full S-1. Requires Form 1-A qualification with the SEC, audited financials for Tier 2, and ongoing reporting obligations. Regulation A is often used by growth companies that want public investor access without the full cost of a traditional IPO.
Learn more →Reverse Merger
A transaction in which a private company merges with or acquires a public shell company, resulting in the private company becoming a public reporting company. Requires a Super 8-K filing that functions as a full registration statement, FINRA review of the resulting issuer, and transfer agent coordination. Reverse mergers can be faster than S-1 registrations but carry their own disclosure and compliance risks.
Learn more →OTC Markets Quotation
Companies can become publicly traded on OTC Markets (OTCQX, OTCQB, or Pink Sheets) through Form 10 registration or Regulation A qualification. OTC Markets quotation requires FINRA review of the market maker application, transfer agent coordination, and ongoing Exchange Act reporting obligations for OTCQB and OTCQX issuers.
Learn more →Going Public — Frequently Asked Questions
What does it mean to 'go public'?
Going public means a company's shares become available for purchase by the general public, typically through a registration with the SEC or an exemption that permits public sales. A public company is subject to ongoing SEC reporting obligations, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for material events.
What is the difference between an S-1 and a Form 10?
An S-1 is a registration statement for a public offering — the company is selling shares and raising capital. A Form 10 is a registration statement that makes a company a reporting company under the Exchange Act without conducting a public offering. Companies use Form 10 to become SEC reporting companies in preparation for OTC Markets quotation or a reverse merger transaction.
How long does it take to go public?
The timeline depends on the pathway chosen. A Regulation A offering can qualify in 60 to 90 days for a well-prepared filing. A Form 10 registration typically takes 60 to 120 days depending on SEC comment letters. An S-1 registration for a national exchange listing typically takes four to six months. Reverse mergers can close faster but require a Super 8-K that functions as a full registration statement.
What are the ongoing obligations after going public?
Public companies subject to Exchange Act reporting must file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for specified material events. Officers, directors, and 10% shareholders must file Section 16 reports. Proxy rules apply to companies with registered securities. These obligations are ongoing and carry significant legal exposure if not maintained.
What is a Super 8-K?
A Super 8-K is a Form 8-K filed within four business days of a reverse merger transaction that contains disclosure equivalent to a full registration statement — business description, financial statements, risk factors, MD&A, and management information. The SEC reviews Super 8-K filings and issues comment letters. Failure to file a timely and complete Super 8-K is a common source of SEC enforcement exposure in reverse merger transactions.
Request a Going Public Consultation
Fred Lehrer advises companies on going public transactions from pathway selection through SEC qualification and post-transaction compliance. Consultations are confidential and available by phone, video, or in person.
Request a ConsultationThe information on this page is for general informational purposes only and does not constitute legal advice. Viewing this page or contacting the firm does not create an attorney-client relationship. Legal services are available only where the attorney is admitted or otherwise authorized to practice.