As previously reported in the July 7 edition of the Corporate and Financial Weekly Digest, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission announced that, on July 10, the Division began to permit all issuers to confidentially submit to the Division, for nonpublic review, draft registration statements in connection with initial public offerings (IPOs) and in certain other cases. The nonpublic review process is available for Securities Act registration statements prior to and within one year, following an issuer’s initial public offering date. On August 17, the Division issued updated guidance to clarify that an issuer’s initial public offering date for this purpose will be determined pursuant to Section 101(c) of the JOBS Act, which defines “initial public offering date” as the “date of the first sale of common equity securities of an issuer pursuant to an effective registration statement under the Securities Act of 1933.”
The Division also indicated that an issuer that has a registration statement on file may switch to the nonpublic review process with respect to future pre-effective amendments to such registration statement as long as the issuer is otherwise eligible to participate in the nonpublic review process, and agrees to publicly file its amended registration statements and draft amendments during the specified timeframes. The supplemental guidance also included an email address (CFDraftPolicy@sec.gov) to which issuers may submit their eligibility questions.
The full text of the announcement is available here.
The Division also issued new and updated Compliance and Disclosure Interpretations regarding the omission of financial information from draft registration statements for emerging growth companies and non-emerging growth companies, which will be described in the next issue of the Corporate and Financial Weekly Digest.