Registered Securities Offerings Post-IPO

Summary

This practice note provides an overview of “follow-on” offerings that are registered under the Securities Act of 1933, as amended (Securities Act). A “follow-on” offering generally refers to a securities offering that occurs after an issuer’s initial public offering (IPO), though it may also refer to offerings that occur after an issuer’s registration under Section 12(g) (15 U.S.C. § 78l) of the Securities Exchange Act of 1934, as amended (Exchange Act) without an IPO. Follow-on offerings are generally conducted to raise additional capital for the issuer (although an issuer may conduct a secondary offering covering the resale of issuer securities by a selling stockholder) and can occur months or years after the issuer’s initial registration. There may be specific reasons that the issuer is raising capital, such as to fund an acquisition or expand a line of business, or the offering may be intending to simply raise additional working capital.