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Registration statement is the full disclosure statement that non-exempt issuers must file with the SEC, prior to offering securities for sale to the public. The Securities Act of 1933 requires that a registration statement be filed.
Issuers who wish to sell securities to the general public must file a registration statement with the SEC. The registration statement is formally known as the S1 and is the company’s full discloser statement for the SEC. If the SEC wants clarification on any of the items contained in the S1 the SEC will issue a deficiency letter. The issuance of a deficiency letter will extend the cooling off period.