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Shelf Registration S3

Draft SEC Form S-3 Shelf Registrations in Minutes

14 minutes with CaseMark

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Workflow

Shelf Registration S3

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Workflow

Shelf Registration S3

Overview

CaseMark's Shelf Registration S-3 skill automates the drafting of SEC Form S-3 shelf registration statements for eligible U.S. public companies. It verifies issuer eligibility across multiple qualification pathways, structures all required disclosure sections, and assembles exhibits for delayed or continuous offerings under the Securities Act of 1933.

Drafting a Form S-3 shelf registration statement is a labor-intensive process that requires securities attorneys to manually verify issuer eligibility, cross-reference dozens of prior SEC filings, structure complex disclosure sections, and assemble extensive exhibit packages. A single registration statement can take days of attorney time, with significant risk of inconsistencies or omissions across the document's many interconnected sections.

CaseMark automates the end-to-end drafting of Form S-3 shelf registrations by analyzing your corporate documents and SEC filings to verify eligibility, then generating a complete registration statement with all required disclosure sections, fee calculations, and exhibit references. The AI ensures internal consistency across the document while giving attorneys full control to review and customize every section before filing.

How it works

  1. 1. Upload your corporate documents, recent SEC filings, and offering parameters

  2. 2. AI verifies issuer eligibility across Public Float, Investment Grade, and WKSI pathways

  3. 3. CaseMark drafts the complete Form S-3 with all required disclosure sections and exhibits

  4. 4. Review, customize, and export the registration statement in your preferred format (DOCX, PDF)

What you get

  • Eligibility Verification Analysis

  • Cover Page with Fee Calculation

  • Prospectus with Full Disclosure Sections

  • Risk Factors Summary

  • Plan of Distribution

  • Exhibit Index and Assembly Notes

  • Incorporation by Reference Schedule

What it handles

  • Automated issuer eligibility verification across Public Float, Investment Grade, and WKSI pathways

  • Complete cover page generation with fee calculations per Rule 457(o)

  • Structured prospectus drafting with all required disclosure sections

  • Capital structure analysis and security class identification

  • Exhibit assembly and cross-referencing with prior SEC filings

  • Incorporation by reference mapping from 10-K, 10-Q, and 8-K filings

Required documents

  • Corporate Charter and Bylaws

    Current articles of incorporation, certificate of incorporation, and bylaws of the registrant

    .pdf, .docx

  • Board Resolutions

    Board resolutions authorizing the shelf registration filing and securities offerings

    .pdf, .docx

  • Annual Report (10-K)

    Most recent annual report on Form 10-K filed with the SEC

    .pdf, .docx, .htm

Supporting documents

  • Quarterly Reports (10-Qs)

    Subsequent quarterly reports filed since the latest 10-K

    .pdf, .docx, .htm

  • Current Reports (8-Ks)

    Material current reports filed since the latest 10-K

    .pdf, .docx, .htm

  • Prior Registration Statements

    Previously filed registration statements for reference and consistency

    .pdf, .docx

  • Capital Structure Documents

    Outstanding share schedules, debt instruments, credit agreements, and warrant/option schedules

    .pdf, .docx, .xlsx

  • Public Float Calculation

    Aggregate market value calculation of voting and non-voting common equity held by non-affiliates

    .pdf, .docx, .xlsx

Why teams use it

Reduce Form S-3 drafting time from days to hours with AI-powered automation that handles eligibility verification, disclosure structuring, and exhibit assembly simultaneously

Minimize compliance risk with automated eligibility checks across Public Float, Investment Grade, and WKSI pathways that flag potential issues before drafting begins

Ensure consistency and completeness across all registration statement sections with intelligent cross-referencing to prior SEC filings and corporate documents

Free up senior securities attorneys to focus on strategic offering decisions and client counsel rather than document assembly and formatting

Questions

How does CaseMark verify Form S-3 eligibility?

CaseMark analyzes your SEC reporting history, public float calculations, and credit ratings to determine eligibility under General Instruction I.B.1 (Public Float ≥ $75M), I.B.2 (Investment Grade), or WKSI pathways. The AI flags any gaps in reporting requirements or eligibility criteria before drafting begins.

Can CaseMark handle WKSI automatic shelf registrations?

Yes. CaseMark identifies when an issuer qualifies as a Well-Known Seasoned Issuer and structures the filing accordingly, including the WKSI checkbox, automatic effectiveness provisions under Rule 462(e), and the flexibility to add new security classes via prospectus supplements.

Does the tool calculate SEC registration fees?

CaseMark calculates registration fees per Rule 457(o) using the current SEC fee rate and your specified maximum aggregate offering amount. The fee table is automatically populated on the cover page, though you should verify the current rate at the time of filing.

How does CaseMark handle incorporation by reference?

CaseMark maps your uploaded 10-K, 10-Q, and 8-K filings to build a complete incorporation by reference schedule. It identifies which documents should be incorporated and drafts the appropriate forward-incorporation language for future filings made before the offering is completed.

Can I customize the security types and offering structure?

Absolutely. CaseMark supports common stock, preferred stock, debt securities, warrants, depositary shares, units, and other security types. You specify the classes and maximum aggregate offering amount, and the AI structures the base prospectus and plan of distribution accordingly.

Is the output ready to file with the SEC?

CaseMark produces a comprehensive draft that covers all required Form S-3 sections and exhibits. While the output provides a strong foundation, securities counsel should review the draft for accuracy, completeness, and compliance with current SEC rules before filing via EDGAR.

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