Series 79: 8.2.1. The Preliminary Prospectus

8.2.1. The Preliminary Prospectus

By the time the registration statement is filed, the issuer and underwriters will have created a complete preliminary prospectus ready to distribute during the cooling-off period. It must display on the cover a legend stating that the prospectus is incomplete, subject to change, and not an offer to sell the securities. The legend has traditionally been printed in red, and for this reason the preliminary prospectus is sometimes referred to as the red herring.

The SEC expects the preliminary prospectus to be the guiding document for all marketing activities during the cooling-off period. The issuer and underwriters must adhere closely to the preliminary prospectus in the way the securities are described to potential investors. Any ch