CHAPTER 12Self‐Filings

This chapter describes how to complete a self‐filing, also known as a direct listing, through the use of Form S‐l or Form 10.

Self‐filing with a Form S‐l may be appropriate for companies that do not wish to go public by merging with a shell or for whom a Regulation A+ IPO may be inappropriate for some reason. Raising money during the process is slightly easier with Form 10, but in general Form S‐l provides the greater benefit with little restriction. As we will see, the SEC rules on Reg A+ place heavy limits on how self‐filings can be done, making S‐1 or Form 10 generally more attractive for this option.

Self‐filings through an S‐l, or through Form 10 for that matter, have not yet become very popular and remain somewhat emerging techniques. This has begun to change as several important biotech companies chose this route over a reverse merger or IPO. In addition, in 2017 music giant Spotify, flush with billions in cash, announced it is likely considering going public through a self‐filing since it does not need additional funds from an IPO but sees benefit in going public. The New York Stock Exchange as of this writing is seeking approval from the SEC to allow companies to go public on the big board through this technique, which the Nasdaq already permits.

The 2008 changes to Rule 144, which imposed some negative consequences for having been a shell company at some point, along with the seasoning requirements imposed on reverse mergers in 2011, have led ...

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