§ 230.254Solicitation of interest document for use prior to an offering statement.
(a) An issuer may publish or deliver to prospective purchasers a
written document or make scripted radio or television broadcasts to
determine whether there is any interest in a contemplated securities
offering. Following submission of the written
document or script of the broadcast to the Commission, as required by paragraph (b) of this section,
oral communications with prospective investors and other broadcasts are
permitted. The written documents, broadcasts and oral communications are
each subject to the antifraud provisions of the federal securities laws. No
solicitation or acceptance of money or other consideration, nor of any
commitment, binding or otherwise, from any prospective investor is
permitted. No sale may be made until qualification of the offering statement.
(b) While not a condition to any exemption pursuant to this section:
(1) On or before the date of its first use, the issuer shall submit a copy of any written document or the
script of any broadcast with the Commission's main office in Washington, DC. (Attention:
Office of Small Business Review).The document or broadcast script shall
either contain or be accompanied by the name and telephone number of a
person able to answer questions about the
document or the broadcast.
Only solicitation of interest material that contains substantive changes from or
additions to previously submitted material needs to be submitted.
(2) The written document or script of the broadcast shall:
(i)State that no money or other consideration is
being solicited, and if sent in response, will not be accepted;
(ii)State that no sales of the securities will be
made or commitment to purchase accepted until delivery of an offering circular that includes complete information
about the issuer and the offering;
(iii)State that an indication of interest made by
a prospective investor involves no obligation or commitment of any kind;
(3) Solicitations of interest pursuant to this provision may not be made
after the filing of an offering statement.
(4) Sales may not be made until 20 calendar days after the last publication
or delivery of the document or radio or television broadcast.
(c) Any written document under this section may include a coupon, returnable
to the issuer indicating interest in a potential offering, revealing the name, address and telephone
number of the prospective investor.
(d) Where an issuer has a bona fide change of intention and decides to
register an offering after using the process permitted by this
section without having filed the offering statement prescribed by § 230.252, the Regulation A exemption for offers made in reliance upon this
section will not be subject to integration with the registered offering, if at least 30 calendar days have elapsed
between the last solicitation of interest and the filing of the registration
statement with the Commission, and all solicitation of interest documents
have been submitted to the Commission. With respect to integration with other
offerings, see § 230.251(c).
After the filing of an offering statement, but before its qualification, written offers of securities may be made if they meet the following requirements:
(a)Outside front cover page. The outside front cover page of the material bears the caption Preliminary Offering Circular, the date of issuance, and the following legend, which must be highlighted by prominent type or in another manner: