(a) Prior to qualification of the required offering statement, but after its filing, a written offer
of securities may be made if it meets the following requirements:
(1) The outside front cover page of the material bears the caption “Preliminary Offering Circular,” the date of issuance, and the
following statement, which shall run along the left hand margin of the page
and be printed perpendicular to the text, in boldfaced type at least as
large as that used generally in the body of such offering circular:
An offering statement pursuant to Regulation A
relating to these securities has been filed with the Securities and Exchange Commission.
Information contained in this Preliminary Offering Circular is subject to completion or amendment.
These securities may not be sold nor may offers to buy be accepted prior to
the time an offering circular which is not designated as a
Preliminary Offering Circular is delivered and the offering statement filed with the Commission becomes qualified. This Preliminary
Offering Circular shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sales of these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the laws of any such
(2) The Preliminary Offering Circular contains substantially the information
required in an offering circular by Form 1-A (§ 239.90 of this chapter), except that information
with respect to offering price, underwriting discounts or commissions,
discounts or commissions to dealers, amount of proceeds, conversion rates, call prices, or
other matters dependent upon the offering price may be omitted. The outside front cover
page of the Preliminary Offering Circular shall include a bona fide estimate of
the range of the maximum offering price and maximum number of shares or other
units of securities to be offered or a bona fide estimate of the principal
amount of debt securities to be offered.
(b) If a Preliminary Offering Circular is inaccurate or inadequate in any
material respect, a revised Preliminary
Offering Circular or a complete Offering Circular shall be furnished to all
persons to whom securities are to be sold at least 48 hours prior to the
mailing of any confirmation of sale to such persons, or shall be sent to
such persons under such circumstances that it would normally be received by
them 48 hours prior to receipt of confirmation of the sale.
[57 FR 36468, Aug. 13, 1992, as amended at 61 FR 67202, Dec. 20, 1996]
Title 17 published on 2015-04-01.
The following are only the Rules published in the Federal Register after the published date of Title 17.
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This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.