Registration Process: Public Offerings
The registration process can be divided into three periods: the pre-filing period, the cooling-off period, and the post-effective period. The pre-filing period is the period before the issuer files the registration statement with the SEC. During this time, the issuer and lead underwriter prepare the registration statement. Securities cannot be offered, purchased, or sold during the pre-filing period.
Once the registration statement is filed with the SEC, the SEC will take a minimum of 20 days to review it. This period is called the cooling-off period (also called the registration period) because the company will not be able to sell shares to the public, and only certain kinds of limited offers will be allowed.
During the cooling-off period, the SEC will not determine whether the security is a good investment. Rather, it will make sure everything that is supposed to be in the registration