SEC FORM 424B1 & 424B2:

About SEC Form  242B1: 


SEC Form 424B1 is the Prospectus form that a company must file to provide additional information that was not included in its initial prospectus filing upon registration. Companies are required to file prospectus Form 424B1 in accordance with SEC Rule 424(b)(1) per the Securities Exchange Act of 1933.

The Securities Exchange Act of 1933 was created to help investors make informed decisions by requiring securities issuers to complete and file registration statements (including financial and material information) with the SEC before making an issue available for purchase by the public. Often Registration Statement Filings required under the 1933 Act are also registered statements under the Investment Company Act of 1940.

SEC Form 424B1 is filed pursuant to SEC Rule 424(b)(1) regarding the number and type of prospectuses that must be filed when a company issues a public offering. The Form 424B1 prospectus includes the following information:

  • The number and type of shares a company is offering to the public;

  • Whether those securities are being sold by the company or by shareholders;

  • Whether and how much the company is profiting from the sale of stock by shareholders;

  • How the company plans to use the proceeds from the offering;

  • The company’s Market symbol;

  • The last reported price of the securities on the open market;

  • Information about risk factors involved in purchasing the securities on offer;

  • The company’s plan for distributing the securities in the offering; and

  • A description of the securities in question.


The Form 424B1 will also direct investors as to where they can find more information about the company and its finances, and may incorporate by reference other filings made by the company, including amendments to the Form 424B1 made after the date of its release and before the date of termination of the offering described therein; the company’s most recent Annual Report on Form 10-K; and registration statements for the offering in question. Furthermore, the Form 424B1 will include information on the experts who prepared the prospectus and, perhaps, other related filings.


About SEC Form 242B2:

SEC Form 424B2 is the prospectus form that a company must file if it is making a primary offering of securities on a delayed basis. It is an important part of the initial public offering (IPO) process.

SEC Form 424B2 must include information about the newly issued securities, including the price set for the securities and their method of distribution. The purpose of the form is to empower investors to make an informed decision on whether to invest in the securities being offered.

Key Facts:

  • SEC Form 424B2 is one of many forms companies must file when making a new offer of securities.

  • The purpose of SEC Form 424B2 is to provide information such as the price of the security being offered, and its method of distribution.

  • It is preceded by SEC Form S1, which provides a general overview of the offering including the background of the company and its management team.

  • Other methods of fundraising can be less difficult for the company to achieve, but also tend to raise less capital than a successful IPO.

The process of filing and having a 424B approved by the SEC can take anywhere from a few weeks to a few months, depending on amount of material and complexity of the filing. The entire Private Placement Markets team is available throughout this entire process to prepare and submit subsequent amendments, redlines, and correspondence letters.


Service(s) to be Provided:

  • Drafting & Preparation of a Federal Securities Laws Compliant 424B Registration Statement (Offering).

    • Our Custom 424B Registration Statement (Offering) includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade 424B Registration Statement (Offering),

      • all SEC Filing(s) as required via the EDGAR,

      • Federal Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See &

      • Does Not include any expenses associated with any required Financial Audits, Legal Opinion Letters, Stock Transfer Agents, DTC Registration, Broker Dealer / Market Maker Fees, Shares Registration Fees paid to the SEC, and/or any Listing Fees associated with a Capital Markets Listing. 

To engage us for a Custom 424B Registration Statement (Offering) Preparation:

  1. Private Placement Markets is very selective about the 424B Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your 424B needs.

  2. If there is a mutual interest to engage for the Drafting and Filing of your 424B, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Custom 424B Registration Statement (Offering). Our total estimated cost for a Custom 424B Registration Statement (Offering) is a Flat $10,000 USD (50% = $5,000 USD). NOTE: The balance of $5,000 will be due and payable 30 days net from retaining services or upon delivery of a final 424B Registration Statement whichever comes first.

  3. NOTE: If Private Placement Markets prepared the S-1 that is being amended with the 424B, there may be a discount to the 424B. 

  4. Once complete, we will send you an email with information detailing the necessary information we need to get started working on the custom 424B Registration Statement (Offering).

  5. General Time from Start-to-Finish, given the vast number of Registration Statemetns we have done over the past five plus years, approximately two to four weeks (could be shorter, could be longer, much depends on complexity and amount of information). 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111


Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.


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