Question 1

What does this page track, and how is a milestone different from a stage or a duration?

Accepted Answer

A milestone here is a discrete gate event — a single, datable act that completes a governing step or opens the next one. This page lists the IPO's milestones as a checklist. The SEC's investor bulletin describes the arc these events punctuate: the company files a registration statement (typically Form S-1) that contains the prospectus; the SEC staff reviews it and the review often results in revisions; once staff comments have been addressed the staff issues an order declaring the registration statement effective; the underwriters, having gathered indications of interest, recommend a price that the issuer ultimately determines; the company usually applies to list its shares on an exchange; and the new public company becomes subject to ongoing reporting on Forms 10-Q and 10-K. This page is the events themselves, not the story around them. The narrative stage map and the Securities Act §5 three-period framework are on the IPO Lifecycle page, which this checklist cross-references rather than restates; the intervals between these events — how long each takes — are the subject of the IPO Timeline page; and the way the events depend on one another, which must precede which, is the subject of the IPO Master Plan page. Here each item is a single act, tied to the primary authority that governs it and to the filing or record that evidences it as done.

Question 2

Milestone 1 — the organizational meeting: what event starts the checklist?

Accepted Answer

The organizational meeting (also called the kickoff or “org” meeting) is the working-group event at which the issuer, its underwriters, and their counsel and auditors convene to begin preparing the registration statement and to set the offering timetable. It is a market-practice milestone, not a step defined by the securities laws — no statute or SEC rule requires or governs it. What it starts is the legal work the SEC's going-public guidance describes: if a company decides to conduct a registered public offering, the Securities Act requires it to file a registration statement with the SEC before it may offer its securities for sale, and the company may not actually sell the securities covered by the registration statement until the SEC staff declares that registration statement effective. Because the organizational meeting is a private working-group event rather than a filing or a regulatory action, it produces no public record; the first milestone with a governmental footprint is the confidential draft submission that follows. The going-public guidance frames the decision around the reasons companies decide to go public, the requirement to file a registration statement before the company may offer its securities, and the public reporting obligations that follow the IPO. The composition and roles of the working group — issuer, underwriters, counsel, and independent auditors — are addressed on the IPO Leadership page; this checklist marks only the kickoff event.

Question 3

Milestone 2 — the first confidential draft submission: what marks it?

Accepted Answer

The event is the issuer's submission of its first draft registration statement (a DRS) to the SEC's Division of Corporation Finance for confidential, nonpublic staff review, before anything is filed publicly on EDGAR. In 2017 the Division announced that it would accept certain draft registration statements for nonpublic review; an issuer conducting an initial public offering submits the draft and receives staff comments confidentially. For an emerging growth company the accommodation is statutory: Securities Act §6(e) permits an emerging growth company, prior to its initial public offering date, to confidentially submit a draft registration statement for confidential nonpublic review by the staff prior to public filing. The Division's Draft Registration Statement FAQs require an issuer conducting an IPO to publicly file the registration statement, the initial nonpublic draft, and all draft amendments at least 15 days before it conducts its road show (or, if there is no road show, at least 15 days before the effective date) — the same timing Securities Act §6(e) fixes for emerging growth companies. The submission is made through EDGAR but held nonpublic until the issuer publicly files. The eligibility, contents, and mechanics of the nonpublic review are addressed on the Confidential Submission of a Draft Registration Statement stage page; this checklist lists the submission as the first governmental gate.

Question 4

Milestone 3 — the first public filing of the registration statement: what changes at this gate?

Accepted Answer

The event is the public filing of the registration statement — most commonly Form S-1 — on the SEC's EDGAR system, which puts the prospectus on the public record for the first time. Under Securities Act §5(c) it is unlawful to offer a security before a registration statement has been filed; once the registration statement is filed, the offering enters the §5 waiting period, during which offers are permitted but sales are not. This public filing is therefore the gate that opens public marketing of the offering. A company that used the confidential-submission route satisfies the milestone by converting its draft into a public filing. For an issuer that submitted a draft registration statement, the public filing follows the Division of Corporation Finance's current draft registration statement conditions: for an IPO or other initial Securities Act registration, the registration statement and the prior nonpublic draft must be publicly filed at least 15 days before the road show (or, if there is no road show, at least 15 days before the effective date) — the same timing Securities Act §6(e) fixes for emerging growth companies — while a reporting company's later, subsequent offering is instead publicly filed at least two business days before any requested effective date and time. Form S-1 is the general form for registration of securities under the Securities Act of 1933. The contents and eligibility of Form S-1 are addressed on the S-1 Filing and IPO Forms stage pages; this checklist lists only the filing event itself.

Question 5

Milestone 4 — clearing the SEC staff's comments: when is this gate met?

Accepted Answer

The event is the resolution of all of the Division of Corporation Finance's comments on the registration statement. The SEC's description of its filing-review process states that the staff issues comments, that a company generally responds to each comment in a letter to the staff and, if appropriate, amends its filing, and that “when a company has resolved all Division comments on a Securities Act registration statement, the company may request that the Commission declare the registration statement effective.” Clearing the comments is the gate that unlocks the request for effectiveness. There is no fixed statutory deadline for this milestone — it is reached when the staff has no further comments, after however many rounds of comment-and-response the filing requires. The staff does not evaluate the merits of the transaction, and its review is not a guarantee that the disclosure is complete and accurate — responsibility for complete and accurate disclosure lies with the company. The comment-and-response mechanics, the forms and levels of review, and the way comments are resolved are addressed on the SEC Comment Letters stage page; this checklist marks only the point at which the comments are resolved.

Question 6

Milestone 5 — requesting effectiveness: what is the acceleration request?

Accepted Answer

The event is the issuer and its underwriters formally asking the SEC to make the registration statement effective on a chosen date. Under SEC Rule 461, requests for acceleration of the effective date of a registration statement shall be made by the registrant and the managing underwriters of the proposed issue (or, if there are no managing underwriters, by the principal underwriters), and shall state the date on which it is desired that the registration statement become effective; the request may be made in writing or orally under the rule's conditions. Because Securities Act §8(a) otherwise sets effectiveness at the twentieth day after filing, the acceleration request is what lets an IPO become effective on the parties' timetable rather than by default. Rule 461(b) states the Commission's general policy, having due regard to the adequacy of information available to the public and the protection of investors as provided in §8(a) of the Act, to permit acceleration of the effective date as soon as possible after the filing of appropriate amendments. The Division's process description confirms that, once all comments are resolved, the company may request that the Commission declare the registration statement effective. A separate, related precondition applies to a reporting company that used confidential review for a subsequent offering: under the Division of Corporation Finance's current draft registration statement conditions, the registration statement and its nonpublic draft must be publicly filed at least two business days before any requested effective date and time — a period the Division set to match the two business days Rule 461 provides for an acceleration request. The request is a discrete act, separate from the grant that follows it.

Question 7

Milestone 6 — the grant of effectiveness: the pivotal gate on the checklist?

Accepted Answer

The event is the SEC's declaration that the registration statement is effective. Securities Act §8(a) provides that the effective date of a registration statement “shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine”; acting on the acceleration request under authority delegated from the Commission, the Division gives public notice on the SEC's EDGAR system that the registration statement is effective. This is the pivotal gate: Securities Act §5(a) makes it unlawful to sell the security unless a registration statement is in effect, so sales — and therefore the closing of the IPO — can occur only after this milestone. The SEC's investor bulletin states that once staff comments have been addressed the staff will issue an order declaring the registration statement effective, which means the company may proceed to consummate its IPO. The bulletin also states that the declaration of effectiveness does not represent an approval of the merits of the IPO or an indication that the disclosed information is complete or accurate — the SEC, FINRA, and the exchange do not approve the offering. The effective-date pivot within the whole process is mapped on the IPO Lifecycle page; here it is one dated gate.

Question 8

Milestone 7 — pricing the offering: what event marks it, and what filing evidences it?

Accepted Answer

The event is the setting of the public offering price, typically at or just before effectiveness. The SEC's investor bulletin states that the underwriters will have obtained indications of interest from prospective investors prior to effectiveness and use that information to recommend a price for the shares to the issuer, who ultimately determines the price of the IPO. Under SEC Rule 430A the registration statement can be declared effective with the offering price omitted, provided the price-dependent information is supplied afterward in a prospectus filed under Rule 424(b); that Rule 424(b) prospectus is the filing that evidences the priced deal. Rule 430A(a) permits the form of prospectus in an effective registration statement to omit information dependent on the offering price — including the public offering price, underwriting discounts or commissions, and the amount of proceeds — for securities offered for cash. Rule 424(b) then requires the form of prospectus containing that information to be filed with the Commission after effectiveness, within the rule's time limits. The demand-gathering, bookbuilding, and price-setting mechanics are addressed on the Bookbuilding and Pricing stage page; this checklist marks the pricing event and the filing that records it.

Question 9

Milestone 8 — listing and the first trade: what marks the shares beginning to trade?

Accepted Answer

The event is the class of shares becoming listed on a national securities exchange and beginning to trade. In conjunction with an IPO, the SEC's investor bulletin notes, a company usually applies to list its shares on an established stock exchange such as the New York Stock Exchange or Nasdaq. To list, the issuer registers the class under Exchange Act §12(b) — which provides that a security may be registered on a national securities exchange by the issuer filing an application with the exchange — by filing a short-form registration statement on Form 8-A that becomes effective around the time trading opens; the bulletin notes that the shares trading on the first day are generally only the shares that were sold in the IPO. Registration of the class on the exchange under §12(b) (via Form 8-A) is what triggers ongoing reporting under Exchange Act §13(a), while the effective Securities Act registration statement independently triggers reporting under §15(d). Listing on an exchange is not the SEC, FINRA, or the exchange approving the offering; it is the issuer meeting the exchange's listing standards and registering the class. The exchange's quantitative and qualitative listing standards and the application itself are addressed on the Exchange Listing Application stage page; this checklist marks the listing-and-first-trade event.

Question 10

Milestone 9 — the first quarterly report as a public company: what event closes the checklist?

Accepted Answer

The event is the filing of the company's first quarterly report on Form 10-Q as a public company. A newly public company is subject to ongoing Exchange Act reporting — under §13(a) for a class registered under §12, and under §15(d) by virtue of its effective Securities Act registration statement. SEC Rules 13a-13 and 15d-13 require such a company to file a quarterly report on Form 10-Q for each of the first three quarters of each fiscal year, and require the first Form 10-Q to be filed within 45 days after the effective date of the registration statement, or on or before the date on which the report would otherwise have been due, whichever is later. Rules 13a-13(a) and 15d-13(a) require the Form 10-Q for each of the first three quarters of each fiscal year, commencing with the first fiscal quarter following the most recent fiscal year for which full financial statements were included in the registration statement (or, if the registration statement included later interim financial statements, the first fiscal quarter after the quarter reported upon); because a 10-Q is required only for the first three quarters, the fourth quarter is not the subject of a separate quarterly report. This first periodic report is the checklist's closing gate — the point at which the discrete IPO milestones give way to the continuous obligations addressed on the Becoming a Reporting Company stage page.

Question 11

Which of these milestones are fixed by law, and which are market-practice events?

Accepted Answer

Only some of the milestones are legally defined gates; others are practice or administrative events. The statute fixes two pivot dates — the filing date of the registration statement and its effective date under Securities Act §8(a) — and fixes a deadline for the closing gate: Rules 13a-13 and 15d-13 set the first Form 10-Q at 45 days after the effective date. The confidential-submission timing is set by the Division of Corporation Finance's current draft registration statement conditions and, for emerging growth company IPOs, by §6(e): an initial registration is publicly filed at least 15 days before the road show, and a reporting company's subsequent offering at least two business days before any requested effective date and time. The organizational meeting, the resolution of comments, and the pricing decision have no fixed statutory date. This distinction is why the checklist mixes governmental filings (the draft submission, the public S-1, the effectiveness order, the Rule 424(b) prospectus, the Form 8-A, and the first Form 10-Q) with a working-group event (the organizational meeting) and staff-driven or negotiated events (clearing comments and pricing). The intervals between these dated and undated events are the subject of the IPO Timeline page, and the way the events depend on one another — which must precede which — is the subject of the IPO Master Plan page; this page states only the events themselves and their governing authorities.

#	Milestone	The discrete event	Evidenced by (the filing or act)	Governing authority
1	Organizational meeting	The issuer, underwriters, counsel and auditors convene to begin the registration statement and set the timetable	No public filing — a private working-group meeting	SEC — Going Public · source
2	First confidential draft submission	The issuer submits its first draft registration statement for confidential, nonpublic staff review before any public filing	Draft registration statement submitted through EDGAR, held nonpublic	Securities Act §6(e) (15 U.S.C. 77f(e)) — govinfo · source
3	First public filing (S-1)	The registration statement is filed publicly, opening the Securities Act §5 waiting period for offers	Registration statement (Form S-1) publicly filed on EDGAR	SEC Form S-1 (General Instructions) · source
4	Resolution of SEC comments	All Division of Corporation Finance comments on the registration statement are resolved	Staff has no further comments; the issuer's response letters and amendments are on file	SEC — The Filing Review Process · source
5	Request for effectiveness	The registrant and managing underwriters ask the SEC to declare the registration statement effective on a stated date	Acceleration request under Rule 461 stating the desired effective date	17 CFR 230.461 · source
6	Grant of effectiveness	The SEC declares the registration statement effective; sales may now lawfully occur	Notice of effectiveness given on the SEC's EDGAR system	Securities Act §8(a) (15 U.S.C. 77h(a)) — govinfo · source
7	Pricing	The public offering price is set and the issuer determines the price of the IPO	Priced prospectus filed under Rule 424(b) with the offering price	17 CFR 230.430A · source
8	Listing and first trade	The class is listed on a national securities exchange and the shares begin trading	Form 8-A registering the class under §12(b); first trade on the exchange	Securities Exchange Act §12(b) (15 U.S.C. 78l(b)) — govinfo · source
9	First quarterly report (Form 10-Q)	The company files its first quarterly report as a public company	First Form 10-Q filed (within 45 days after the effective date)	17 CFR 240.13a-13 · source

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