securities

Rule 144A

Rule 144A (formally 17 CFR § 230.144A) is a Securities Exchange Commission (SEC) regulation that enables purchasers of securities in a private placement to resell their securities to qualified institutional buyers (QIBs) under certain...

Rule 504

Rule 504 (formally 17 CFR § 230.504) is a Securities and Exchange Commission (SEC) regulation that enables issuers to sell under $5,000,000 in securities to an unlimited amount of purchasers in a private placement.

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Rule 506

Rule 506 (formally 17 CFR § 230.506) is a Securities and Exchange Commission (SEC) regulation that allows private placement under Regulation D and enables issuers to offer an unlimited amount in securities.

Relationship with Section 5...

Sarbanes-Oxley Act

The Sarbanes-Oxley Act (SOX) is a federal act passed in 2002 with bipartisan congressional support to improve auditing and public disclosure in response to several accounting scandals in the early-2000s. The act was named after the bill...

seasoned issuer

A seasoned issuer is any issuer that is eligible to use a Form S-3 or Form F-3 to register primary offerings.

[Last updated in February of 2022 by the Wex Definitions Team]

secondary market

The secondary market is the exchange where secondary offerings occur.

[Last updated in January of 2022 by the Wex Definitions Team]

secondary offering

A secondary offering is a sale of securities by someone who purchased the security in a primary offering to a subsequent purchaser. That is, a private investor sells their shares to another private investor. Unlike a primary offering, the...

Section 11

Section 11 refers to Section 11 of the Securities Act, formally 15 U.S.C. § 77k, which allows purchasers of a security in a public offering to bring a civil action against the issuer, underwriter, or anyone who signed or helped prepare the...

Section 4(1 ½)

Section 4(1 ½) or Section 4(a)(1 ½) is a form of private placement resale of securities whose resale is otherwise restricted. It is not a formal section of the Securities Act but rather is a method of private placement resale which relies on...

Section 4(a)(7)

Section 4(a)(7) of the Securities Act is the codification of Section 4(1 ½). That is, Section 4(a)(7) allows an individual who holds a security issued in a private placement whose resale is restricted to resell that security in a subsequent...

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