The Securities Act of 1933, commonly called the 1933 Act, is a U.S. federal law that governs initial offerings of securities. It requires that most offerings be registered with the SEC and that the accompanying documents provide full, fair, and accurate disclosure to investors, typically in a prospectus. The act also imposes liability for false or misleading statements in the registration materials.
Issuers file a registration statement with the SEC, including a prospectus that covers business description, risk factors, use of proceeds, financial statements, and management details. The SEC reviews the filing to determine whether it meets disclosure standards, and the offering becomes effective when the securities may be sold to the public. Under the act, underwriters and others involved in the offering can be held liable for misstatements or omissions.
Some offerings are exempt from registration, such as certain private placements under Regulation D or intrastate offerings. The 1933 Act emphasizes primary market disclosures and works in tandem with the Securities Exchange Act of 1934, which governs secondary trading and ongoing reporting for registered securities.
A biotechnology company files a registration statement with the SEC and issues a prospectus to investors as part of an initial public offering under the 1933 Act.
Securities Act of 1934 · Securities Exchange Act of 1934 · Registration statement · Prospectus · Private placement · Regulation D