What Are A Non-WKSI's Options For Upsizing Its Offering?

Well-known seasoned issuers ("WKSIs")¹ benefit from their status in numerous ways, including the automatic effectiveness of their shelf registration statements, the absence of any requirement to specify dollar value or number of shares in registration statements, and their ability to take advantage of "pay as you go" fee flexibility. In contrast, non-WKSI issuers must specify the maximum aggregate dollar amount of securities offered or a specific number of shares (including a bona fide estimate of the proposed maximum aggregate offering price)² when filing a shelf registration statement on Form S-3, thus limiting the amount of securities that can be offered during the three-year life span of the shelf. In addition, non-WKSIs must pay the applicable registration fees at the time of filing and are subject to review by the Securities and Exchange Commission ("SEC") prior to effectiveness. Many non-WKSI companies may be faced with shelf registration statements which, due