Form 8-A

Form 8-A (17 CFR 249.208a) is a registration statement used to register a class of securities under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). Section 12(a) of the Exchange Act makes it unlawful for any member, broker, or dealer to effect any transaction in any security (other than an exempted security) on a national securities exchange unless such security has been registered under the Exchange Act. Exchange Act Section 12(b) establishes the registration procedures. Section 12(g) of the Exchange Act requires an issuer that is not a bank or bank holding company to register a class of equity securities (other than exempted securities) within 120 days after its fiscal year end if, on the last day of its fiscal year, the issuer has total assets of more than $10 million and such class of equity securities is “held of record” by either (i) 2,000 persons, or (ii) 500 persons who are not accredited investors. An issuer that is a bank or a bank holding company, must register a class of equity securities (other than exempted securities) within 120 days after the last day of its first fiscal year ended after the effective date of the JOBS Act if, on the last day of its fiscal year, the issuer has total assets of more than $10 million and such class of equity securities is “held of record” by 2,000 or more persons. The form requires disclosure of information concerning the class of securities being registered (such as dividend and voting rights in connection with common stock). This information may be provided by incorporation by reference to a comparable description contained in any other filing with the Commission. Form 8-A is the special form for the registration of additional classes or series of securities by an issuer that is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Form 8-A does not require as detailed disclosure as Form 10 (17 CFR 249.210) concerning the issuer’s business because the use of Form 8-A by an issuer presupposes that more detailed information is or will be available through periodic reports pursuant to Section 13 or 15(d). The form requires disclosure of information concerning the particular class of securities being registered (such as dividend and voting rights in connection with common stock). This information may be provided by incorporation by reference to a comparable description contained in any other filing with the Commission. The Commission believes that this information is essential to a determination by an investor of the merits of the security. Form 8-A is used by an issuer to register a class of securities under the Exchange Act at the same time it is registering the securities under the Securities Act. By extending Section 12’s registration and related disclosure requirements in this manner, Congress reaffirmed the importance of disclosure by issuers to the protection of investors. The information provided by Form 8-A is reproduced by private contractors directly from the Commission’s public files. The Commission provides this information to security holders, investors, brokers, dealers, investment banking firms, professional securities analysts and others in evaluating securities and making investment and voting decisions with respect to them. In addition, all investors benefit indirectly from the information filed on Form 8-A, as direct users effect transactions in securities on the basis of the current information included in such filings, thereby causing the market prices of the securities to reflect such information.

The latest form for Form 8-A expires 2028-09-30 and can be found here.