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What is a Shelf Registration?

A shelf registration or shelf offering is a way for companies to raise additional capital. Companies will utilize this strategy when they know they need capital within the next 3 years. They will register an F-3 Form with the SEC. This lets them know that “we are putting X number of shares on the shelf”. And when the time comes they will be able to issue themselves or others these shares to raise capital at their own pace without having to file with the SEC every time.

Now a large influx of 2,000,000 shares will drive the stock price down significantly. Therefore, companies will opt to purchase shares in pieces, say 250,000 shares at a time so the stock price isn’t affected as much. Then space out these 250,000 share purchases over the three years. Hence why the company does not want to file paperwork multiple times. File once with the SEC and disperse shares as needed.

This lets a company adjust the timing of the sales to take advantage of more favorable market conditions should they arise in the future. And the company will keep any unissued shares as treasury stock, where they remain “on the shelf” until offered for public sale.

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What companies like most about this situation is they only have to register with the SEC once. Only one round of paperwork and then they can optimize their timing when issuing new shares. Not having to consult the SEC multiple times during the three-year life of the shelf offering.

Professional Definition

It allows the company to control the shares’ price by allowing the investment to manage the supply of its security in the market. A shelf offering also enables a company to save on the cost of registration with the SEC by not having to re-register each time it wants to release new shares.

Advantage

Shelf Registration gives flexibility in managing the capital requirements to the issuing company. Shelf Offering allows the issuing company to take advantage of market conditions by entering the securities market at the correct time.

Dilution?

Shelf offerings can dilute existing shares considerably if the offering comes from the company because new shares are being created. Selling a large volume of shares all at once can exert downward pressure on the stock’s price — a situation that is exacerbated when the stock is already thinly traded.

Real-World Examples

Cassava Sciences

A company called Cassava Sciences issued an F-3 Form for Shelf Offering on Feb 10th, 2021. Can find it here & sec filing. On Feb 12th, 2021 they completed their shelf offering raising about $200M in the capital. They are a biotechnology company that was in need to raise capital to further their trials. Since biotechs do not generate cash their longevity relies on the amount of cash on hand. To get to their value inflection point they need capital and wanted to control when they could “dilute” their share price. The market reacted positively steadily trading around $45 and Cassava went on to complete their trials with the new capital raise and reach the peak of $123 per share!

4D Pharma

Another company called 4D Pharma just recently issued a Shelf Offering. They are actually a company Bodhi and I follow closely and are in the middle stage of having a shelf offering. See our post on 4D here. You can find the F-3 Form for 4D here. On March 9th, 2022 4D released they are putting up to $150M worth of shares on the shelf for the next three years. Now, 4D is a distressed stock with extremely low volume. Right now less than 20,000 shares are traded a day (3/18/2022). Its market cap is about $100M so an influx of $150M of shares would destroy the share price with dilution.

What 4D would want to do is wait for the share price to rise significantly so they would have the ability to issue fewer new shares into the market. This would decrease the amount of dilution. We will have to wait and see what steps 4D will take for its shelf offering.

Categories: Financial Information

chopperman15

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