SEC Filings Cheat Sheet for Small-Cap Traders

Small-cap price action lives and dies on EDGAR. Most traders memorize three or four forms and guess at the rest. That gap is where the edge is — knowing whether a 424B5 at 6:02am is an ATM placeholder or a fresh overnight offering is the difference between fading the gap and getting run over.

This is the working reference I use. Categories first, then every form inside each category with the question that actually matters: does it print shares today, tomorrow, or not at all.

For each form: what it is in one line, when it lands, the tell that separates it from look-alikes, and the immediate price impact rated None / Low / Medium / High. 'Immediate' means the first 15 minutes after the file timestamp. Multi-day drift is a separate conversation.

Bookmark EDGAR full-text search and the company's filings page. If you can't pull the document in under 30 seconds, you've already lost the move.

These are the forms that actually print or register stock. Ninety percent of the dilution alpha on small-caps comes from this group.

S-1 is the U.S. version, F-1 is the foreign-private-issuer version. Three different things show up under the same form name:

1) IPO. Filed months before pricing. Cover page literally says 'initial public offering.' No impact on existing tickers — there are none yet.

2) Follow-on / secondary. Filed by a public company that doesn't have an effective shelf, usually under a month before pricing. Cover page shows a max dollar amount with placeholders for share count and price. Medium impact on filing because the market now knows an offering is coming; full impact lands on the pricing PR.

3) Resale. Registering already-issued restricted stock — PIPE shares, warrant shares, ELOC shares. Identifies specific selling shareholders and exact share counts. None-to-low impact on the initial filing because shares can't be sold until the SEC issues EFFECT. The real damage comes after EFFECT if the unlocked count dwarfs the float.

Amends a prior S-1 or F-1. Usually filed to add disclosures, finalize underwriting agreements, or attach warrant terms. The '/A' suffix is the tell. No immediate impact, but read it — pricing terms and warrant coverage often appear here for the first time.

Two-line filing meaning the SEC finished reviewing the linked registration statement. Bulk-released at 6:00am ET daily, even when the SEC granted effectiveness the prior afternoon.

Low-to-medium impact on its own, but it's the green light: a small-cap S-1 offering is almost always priced the same day EFFECT publishes. If you're long into an EFFECT, you're long into a discounted offering pricing within hours.

Filed after EFFECT, before pricing. Lets the company register up to 20% more dollars than the original max. Low-to-medium impact. The signal: the company received EFFECT and pricing is imminent. If the market was unsure about timing, this removes the doubt.

Files after the offering is priced. Confirms final share count and price. No impact because the company always issues a pricing PR first. Use it to verify the PR matches the legal document, especially warrant terms.

A shelf lets the company offer registered securities over the next three years without filing a new S-1 each time. Two variants matter:

Primary shelf. States a max dollar amount and the types of securities issuable (common, preferred, debt, warrants). None-to-low impact on filing — it can't be used until EFFECT. Once effective, every morning is a potential offering morning. Baby-shelf rule caps issuance at one-third of public float over rolling 12 months for issuers under $75M float.

Resale shelf. Same legal vehicle, different purpose: registering restricted shares. None-to-low on filing, real impact post-EFFECT.

Adds up to 20% to an existing effective shelf. Low-to-medium impact because companies don't upsize a shelf unless they plan to use it. Treat as a leading indicator of an offering inside two weeks.

Reserved for Well-Known Seasoned Issuers — $700M+ float in the last 60 days or $1B+ in non-convertible debt issuance in the last three years. Effective the instant it's filed. No dollar cap. Mostly mid- and large-caps. When you see one on a small-cap, the company crossed the WKSI threshold during a squeeze and can now offer with zero waiting period. Treat any ASR on a recently-mooned stock as a sell signal.

Prospectus supplement filed under an effective S-3 shelf. Three jobs, three impact profiles:

1) ATM (at-the-market). Page one mentions 'at the market offering' or 'equity distribution agreement.' Authorizes the company to dribble shares onto the open market up to the stated dollar amount. None-to-medium immediate impact — most ATMs sit unused for months, but one filed after a 50% rip in a cash-poor name almost always gets tapped that week.

2) Final prospectus for a completed overnight offering. Files within hours of the pricing PR. Confirms share count, price, and warrant coverage. No impact on its own; the PR did the work. The exception: a placeholder 424B5 that hits before the pricing PR. That's a tell that pricing is minutes away — fade strength.

3) Registering warrant/convert underlying shares. Reduces remaining shelf capacity but doesn't directly issue new shares. None impact unless borrow is constrained and the market reads through to coming dilution.

Customary filing after a resale registration receives EFFECT. None-to-low impact at filing, but the registered shares are now legally sellable. Material over days/weeks if the unlocked count is large relative to float, or if a recent squeeze gave insiders an exit window.

Company pulls a pending registration. Usually means the deal market is closed to them, or terms got too punitive. Low-to-medium impact: short-term relief because the immediate dilution threat is gone; longer-term concern because the cash need didn't disappear.

10-Q — quarterly financials. 45 days after quarter-end (40 for large accelerated filers). Read three things on a small-cap: cash and equivalents, shares outstanding on the cover, and the subsequent-events note. Cash divided by quarterly burn = runway in quarters. Under two = offering risk every morning.

10-K — annual financials. 60-90 days after fiscal year-end depending on filer status. Audited. The risk-factors section is where management is forced to say the quiet part out loud: going concern language, Nasdaq deficiency, reverse-split contemplation.

20-F — annual financials for foreign private issuers. Due four months after fiscal year-end. Less timely than a 10-K, which is one reason foreign small-caps catch traders flat-footed.

40-F — annual financials for Canadian filers using the multi-jurisdictional disclosure system. Functionally a 10-K equivalent.

8-K — current report for any material event. Items 1.01 (material agreement), 2.02 (results), 3.02 (unregistered sales — read: PIPE), 5.02 (officer changes), 7.01 (Reg FD disclosure), 8.01 (other) cover most small-cap action. The item number on the cover tells you the story before you open the exhibit.

6-K — foreign issuer equivalent. No standardized item list; can contain anything from earnings to a PIPE. Always open the exhibit.

SC 13D — initial activist disclosure when a holder crosses 5%. Filed within five business days. Discloses intent — board seats, strategic alternatives, takeover. Catalyst-grade filing on illiquid names.

SC 13G — initial passive disclosure when a holder crosses 5% with no intent to influence. Quieter than a 13D; used by index funds and pure financial holders.

SC 13D/A and 13G/A — amendments. New share count, new stake size, and on activist amendments, new intent language. Read every one.

Form 3 — initial insider ownership at IPO or when becoming a 10% holder, officer, or director. Filed within 10 days of acquiring insider status.

Form 4 — insider transaction. Filed within two business days. Open-market buys by officers and directors are one of the cleanest bullish signals on a small-cap. Sales tied to 10b5-1 plans are noise; sales outside a plan, especially clustered, are not.

Form 5 — annual catch-up for transactions that should have been on a Form 4 but weren't. Filed within 45 days of fiscal year-end. Usually paperwork; occasionally hides something interesting.

PRE 14A — preliminary proxy. SEC reviews before the definitive version mails. On small-caps, watch for proposals to increase authorized shares or approve a reverse split — both are dilution-enabling.

DEF 14A — definitive proxy. The version that goes to shareholders. Vote results report on a follow-up 8-K item 5.07.

DEFM14A — merger proxy. Definitive proxy for a transaction requiring shareholder approval. Contains the full background-of-the-merger and fairness opinion.

PREC14A / PRRN14A — preliminary and revised contested proxy material. Activist proxy fight is on. Volatility regime shifts.

S-4 / F-4 — registers shares to be issued in a merger or exchange offer. Contains both the prospectus and the merger proxy. Long, but the deal terms and exchange ratio sit in the first 20 pages.

425 — additional written communication related to a pending merger. Press releases, slide decks, conference call transcripts about the deal get filed here.

1-A — offering circular under Regulation A+. Used by smaller issuers to raise up to $75M in 12 months without filing a full S-1. Common on OTC and crowdfunded names.

1-U — current report for Reg A+ issuers (the Reg A version of an 8-K). 1-K is the Reg A annual report.

13F-HR — quarterly holdings disclosure for institutions managing $100M+. Filed within 45 days of quarter-end. Stale by the time you read it. Useful for theme analysis, not for trade entries.

S-8 — registers shares issued under employee benefit plans. Effective immediately on filing. Quiet dilution that accumulates — a 5M-share S-8 on a 20M-share float is a structural overhang.

Two habits beat any single filing knowledge. First, set EDGAR full-text search alerts on any ticker you're holding overnight. The 6:00am EFFECT release is the most common gap-down catalyst on small-caps — knowing yours is loaded before the bell is worth the five minutes.

Second, when a filing hits, read the cover page and the first exhibit before you look at the chart. Price reaction will tell you what other people saw; the filing tells you what's actually there. The gap between those two is where edge lives.

Stocks Leak's New Filings and Dilution Scan pages stream these in real time with the form type, dilution math, and prior-filing context already attached. Use the filters to mute the noise.