Under the Securities Act of 1933, as amended (Securities Act), any offer or sale of securities must either be registered with the Securities and Exchange Commission (SEC) or qualify for an exemption from the registration requirements. For registered offers and sales, Section 5 of the Securities Act states that:

A prospectus that forms a part of the registration statement is used to offer the securities to the investing public. Section 5 and the interplay of several other rules under the Securities Act and the Securities Exchange Act of 1934, as amended (Exchange Act), together govern prospectus delivery requirements. Section 7 and Section 10 generally specify the information required in a registration statement and prospectus, respectively. The information that must be disclosed in the registration statement is specified in greater detail in the applicable registration statement form (for example, Form S-1 or Form F-1 for a foreign private issuer (FPI)) and related rules and regulations (for example, Regulation S-K). The registration statement usually includes business and financial information about the issuer, its management, the securities being offered, and the offering.

An initial public offering (IPO) typically refers to a registered offering of shares of a private company's capital stock where its equity securities are being offered to the public for the first time. The offering may be a primary or a secondary offering. In the context of certain SEC and rules of the Financial Industry Regulatory Authority (FINRA), the term IPO may refer to an offering of securities by a company that has not previously been required to file reports under Section 13(a) or Section 15(d) of the Exchange Act.

This Toolkit provides resources to help issuers, underwriters and their counsel conduct IPOs through all phases of preparation and execution. It also includes resources which address issues specific to an FPI conducting an IPO.