The pre-filing period is the stage in the initial public offering (IPO) process prior to when the issuer files their registration statement. Also referred to as the quiet period. Section 5 of the Securities Act and Securities and Exchange Commission (SEC) regulations govern an issuer’s communications and activities in the pre-filing period, referred to as gun jumping.
During the pre-filing period, Section 5(c) prohibits the issuer from making any “offer” to sell securities, and Section 2(a)(3) defines “offer” as all communications that may condition the market for the sale of the securities. Certain communications are allowed, however. Rule 163A allows any communication more than 30 days before the issuer files their registration statement, even if such communication would be considered an offer under Section 2(a)(3). The communication cannot refer to the specific securities offering and must be made by the issuer. Rule 135 allows the issuer to announce that they will issue securities, but can only state their name, the amount and basic terms of the securities, the anticipated timing of issuance, and a brief statement of the manner and purpose of the offering. Rules 169 and 168 allow issuers to continue to announce regularly released factual business information. Issuers may also engage in testing-the-waters communications with certain institutional investors during the pre-filing period.
During the pre-filing period, issuers begin consulting with underwriters to market their IPO, law firms to manage the drafting and filing of SEC documents, and accounting firms to audit their financial documents. The SEC also allows the filing of and provides feedback on confidential registration statements.
[Last updated in January of 2022 by the Wex Definitions Team]