Pre-IPO Disclosures – Can an issuer submit its draft IPO registration statement for confidential review by the SEC? (56)

How is the registration statement filed and what is
EDGAR?
A registration statement is filed electronically with the SEC through its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. Before the company can file via the EDGAR system, it must create an account with the SEC by obtaining a Central Index Key (CIK) number and associated security codes. The CIK number is a unique number assigned to individuals and companies who file reports with the SEC. Once the company files the registration statement via the EDGAR system, it becomes publicly available.
Can an issuer submit its draft IPO registration
statement for confidential review by the SEC?
Two types of issuers may confidentially submit their IPO registration statements for confidential review – EGCs and certain foreign private issuers.The JOBS Act requires that the SEC Staff must review all EGC initial public offering registration statements confidentially. An EGC may submit a draft registration statement for an initial public offering for nonpublic review, provided that the initial confidential submission and all amendments are publicly filed with the SEC no later than 21 days prior to the issuer’s commencement of a “road show” (as defined in Securities Act Rule 433(h)(4)). The SEC Staff will also require EGCs to submit via the EDGAR system all of the responses to Staff comment letters on the confidential draft registration statements at the time the registration statement is first filed. The SEC Staff also asks that the
See “Frequently Asked Questions about Foreign Private Issuers” athttp://www.mofo.com/files/Uploads/Images/100521FAQForeig nPrivate.pdf for a discussion of the circumstances under which a foreign private issuer that is not an EGC may submit its draft registration statement confidentially.

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