Series 79: Exemption For Certain Preregistration Communications (Rule 163A)

Exemption for Certain Preregistration Communications (Rule 163A)

Rule 163A creates a safe harbor for statements made by or on behalf of an issuer more than 30 days before the filing of the registration statement. Such statements will not be considered an offer to sell securities in violation of Section 5, as long as the statements do not actually refer to the contemplated securities offering.

The issuer must take “reasonable steps” to prevent further distribution or publication of the statement during the 30 days before the date of filing. This requirement does not mandate extreme measures, but the issuer may need to halt distribution of its printed communications or change the content of its website during the 30-day pre-filing period