Pre-IPO Disclosures – What is the effect on marketing of an EGC’s or foreign private issuer’s right to submit its IPO registration statement confidentially? – (47)

that the communication is made more than 30 days before the filing of a registration statement and does not reference the securities offering that is or will be the subject of a registration statement.
Rule 169 – Exemption from Sections 2(a)(10) and 5(c) of the Act for Certain Communications of Regularly Released Factual Business Information. Rule 169 provides a safe harbor for communications by all issuers containing regularly released factual information.
The consequence of gun-jumping is that investors would have the right to rescind the transaction for the return of their original investment. In addition, the SEC may demand a delay of the offering and additional disclosure regarding potential liability as a result of the violation.
What is the effect on marketing of an EGC’s or foreign
private issuer’s right to submit its IPO registration
statement confidentially?
As discussed below (see “Can an issuer submit its draft
IPO registration statement for confidential review by the SEC?”), an EGC may submit its draft registration statement to the SEC on a confidential basis and have it reviewed without public scrutiny. However, the EGC must publicly file the registration statement and any revisions thereto at least 21 days before it begins a “road show” (see “What are road shows and what materials are permitted in a road show?”). Certain foreign issuers may also submit a draft registration statement confidentially before filing publicly, although they do not have the obligation to file at least 21 days before a

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