Under Section 5 of the Securities Act of 1933, as amended (“Securities Act”), every “offer” of securities requires a registration or exemption from registration.
• “Offer” is broadly defined under Section 2(a)(3) of the Securities Act and therefore the private offering could be considered a violation of Section 5 (or “gun jumping”) by offering securities for sale prior to the filing of a registration statement for the public offering
• Filing a Form S-1 to register for the public offer can by itself be viewed as “general advertising” which negates the availability of most private placement exemptions
This S1 filing never became “effective” and therefore was easily withdrawn so as not to conflict with any current or future private placements.
Familiarizing yourself with SEC security laws and the filings that are associated with them can be very helpful...
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