Followers | 257 |
Posts | 19262 |
Boards Moderated | 2 |
Alias Born | 12/02/2014 |
Monday, January 24, 2022 4:30:57 PM
Solicitations of Interest Prior to a Registered Public Offering
A Small Entity Compliance Guide[1]
On September 26, 2019, the Securities and Exchange Commission voted to adopt Securities Act Rule 163B, which extends to all issuers a “test-the-waters” accommodation previously available to emerging growth companies or “EGCs.” Under the new rule, all issuers and those authorized to act on their behalf are allowed to gauge market interest in a possible initial public offering or other registered securities offering through discussions with certain institutional investors prior to, or following, the filing of a registration statement.
The rule is intended to provide issuers a cost-effective means for evaluating market interest in a potential registered offering before incurring the costs associated with such an offering. At the same time, the rule is designed to maintain investor protections by limiting the investors with whom issuers, or persons authorized to act on their behalf, may test the waters to qualified institutional buyers (“QIBs”) or institutional accredited investors (“IAIs”).
Background
The Jumpstart Our Business Startups Act of 2012[2] added Securities Act Section 5(d), permitting EGCs, and persons authorized to act on their behalf, to engage in oral or written communications with potential investors that are QIBs or IAIs before or after filing a registration statement to gauge such investors’ interest in a contemplated securities offering. The new rule extends this “test-the-waters” accommodation to non-EGCs, thereby encouraging more issuers to consider entering our public equity markets.
What are the provisions of Rule 163B?
Under the new rule, any issuer, or person authorized to act on behalf of the issuer (including an underwriter), may engage in exempt oral or written communications with potential investors that are, or are reasonably believed to be, QIBs or IAIs to determine whether such investors might have an interest in a contemplated registered securities offering. These test-the-waters communications may occur either prior to or following the date of filing of a registration statement with respect to such registered offering.[3] The rule is non-exclusive and issuers may rely concurrently on other Securities Act communications rules or exemptions when determining how, when, and what to communicate related to a contemplated securities offering.
https://www.sec.gov/investment/secg-solicitations-interest-prior-registered-public-offering
Recent VXIT News
- Form 8-K - Current report • Edgar (US Regulatory) • 07/26/2024 01:45:26 PM
North Bay Resources Announces Assays up to 5 oz/ton Gold, 1.5 oz/ton Platinum, 0.5 oz/ton Palladium, and 0.5 oz/ton Rhodium at Mt. Vernon Gold Mine, Sierra County, California • NBRI • Oct 4, 2024 9:15 AM
Basanite, Inc. Appoints Ali Manav as Interim Chief Executive Officer • BASA • Oct 3, 2024 9:15 AM
Integrated Ventures Announces Launch of MedWell Facilities, LLC and Lease Agreement with Giant Fitness Clubs • INTV • Oct 3, 2024 8:45 AM
Beyond the Horizon: Innovative Drug Combinations Offer New Hope for Alzheimer's and More • NVS • Oct 3, 2024 8:45 AM
SMX and FinGo Enter Into Collaboration Mandate to Develop a Joint 'Physical to Digital' Platform Service To Enhance Natural Rubber Industry's Ability to Report on Sustainable and Ethical Supply Chains • SMX • Oct 3, 2024 7:00 AM
Transforming Alzheimer's Treatment: Innovative Combinations to Boost Cognition • PFE • Oct 2, 2024 9:00 AM