Pre-IPO Disclosures – What is “gun-jumping”? -(46)

What is “gun-jumping”?
“Gun-jumping” refers to written or oral offers made before the filing of the registration statement and written offers made after the filing of the registration statement other than by means of a Section 10 prospectus, a free writing prospectus or a communication falling within a safe harbor from the gun-jumping provisions. While gun-jumping can be a serious concern, the 2005 safe harbors created by Securities Offering Reform have provided considerable guidance to companies about this issue. Further, the ability of EGCs to test-the-waters prior to filing, together with the elimination of the ban on general solicitation in connection with certain private placements also effected by the JOBS Act (see “How does the JOBS Act change the IPO process?”), have also significantly reduced concerns aboutgun-jumping.
There are several safe harbors from the gun-jumpingprovisions applicable to IPOs, including:
Rule 134 – Communications Not Deemed a Prospectus. Rule 134 provides a safe harbor for certain limited information about an offering such as the name and address of the issuer, the title and amount of the securities being offered, a brief indication of the issuer’s business and the names of the underwriters.
Rule 135 – Notice of Proposed Registered Offerings. Rule 135 provides a safe harbor for even more limited notices of proposed offerings that do not include the names of the underwriters.
Rule 163A – Exemption from Section 5(c) of the Act for Certain Communications Made by or on Behalf of Issuers More than 30 days Before a Registration Statement is Filed. Rule 163A provides a safe harbor for all issuers, provided

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