SEC Form 10-SB

SEC Form 10-SB is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities for Small Businesses. It is used to register the securities of small businesses that wish to trade on U.S. exchanges. The filing contains information such as the type of security being issued, key financial information of the issuer, and information about the company's management team.

SEC Form 10-SB is one of the most basic sources of information about these small businesses. It's especially valuable in helping investors and analysts understand the investment potential and risks associated with smaller companies. The SEC no longer accepts form 10-SB after February 4, 2008, but previously filed forms will remain in the SEC's EDGAR system.

SEC Form 10-SB contained much of the same information SEC Form 10-K does. The Form 10-SB is a detailed document about the company.

Audited financial statements for Form 10-SB can be provided for just the most recent fiscal year, assuming previous years audited financials are not available. In that case, unaudited financials for previous years can be provided in accordance with Generally Accepted Accounting Principles.

Since 2008 the SEC no longer requires the SEC Form 10-SB. The SEC changed over its filing requirements to streamline reports for small businesses. Small business issuers fall under the Regulation S-B designation, but under the new rules these small businesses now file the same SEC reports as other companies, except the info disclosed is different.

Thus, small companies are now filing standard 10-K and other forms, with Regulation S-K laying out the disclosures for “smaller reporting companies.” To be considered a smaller reporting company, companies have to have a public float of $75 million or less or have yearly revenues below $50 million if the float is incalculable.  

Previously, small companies were considered less than $25 million in float or under $25 million in revenues.

Small reporting companies can provide different info on key filings, notably, they don’t have to provide risk factor disclosures on forms 10-K and 10-Q. These companies also can choose whether to provide scaled or non-scaled financial items. Overall, requirements for smaller companies are less compared to larger companies, except for Item 404, which can require stricter reporting.

Under Regulation S-K, Item 404 relates to related person and control person transactions. Related persons include directors or executives and their family, and the SEC requires disclosure of transactions that might have taken place since the start of the fiscal year or if the person has a material interest.