Quick Answer
The Securities Act of 1933 splits every offering into three periods: pre-filing (no offers), waiting (oral offers, red herring, tombstones, road shows, free-writing prospectuses, no sales), and post-effective (sales, final prospectus). Layered on top are shelf registration, WKSI automatic shelves, the JOBS Act EGC framework, Regulation FD, prospectus-delivery clocks, and the FINRA corporate-financing and conflicts rules.
The densest rule unit on the Series 79 on one sheet: the registration spine, permitted communications, shelves, EGC scale-downs, Regulation FD, and the FINRA fairness review.
Which One-Liners Win Points?
- Offers require FILING; sales require EFFECTIVENESS. Pre-filing means ANY offer, oral or written; "conditioning the market" is the test, not "advertising." Gun-jumping can give buyers rescission rights.
- The waiting period permits oral offers but NOT oral sales. A binding contract cannot form until effectiveness; indications of interest are non-binding.
- The red herring is a real statutory prospectus, not a marketing piece. It omits final pricing, carries the required "subject to completion" legend (red ink is only convention), and carries the same anti-fraud exposure as the final document. A shelf prospectus supplement is a piece of the base registration, NOT a new registration statement.
- Regulation S-K is the narrative (business, risk factors, MD&A); Regulation S-X is the financial statements, both filed together in every registration statement.
- Access-equals-delivery covers the FINAL prospectus, satisfied once effective and either filed on EDGAR or a good-faith effort to file has been made.
- The issuer has NO due-diligence defense for material misstatements (strict liability); the plaintiff must be a purchaser able to TRACE the shares to the offering.
- A conflict does NOT automatically require a QIU. A conflicted member may proceed with prominent disclosure alone if a nonconflicted qualified member primarily manages the deal, the securities have a bona fide public market, or they are investment grade; a QIU is the fallback.
- The Securities Act registers the SECURITIES; the Exchange Act registers the COMPANY via Form 8-A (exchange-listed), unlisted-trading-privileges, or the asset-and-holder-count path. An IPO triggers both.
- EGC status is also lost on crossing large-accelerated-filer status or issuing over $1 billion of non-convertible debt in the prior 3 years, not just the revenue cap.
Which Numbers Matter Most?
| Item | Value |
|---|---|
| Registration timing clocks | 30-day pre-filing safe harbor (no offering reference); price supplement: 2 business days of pricing; substantive-change supplement: 5 business days of first use |
| Financial-statement freshness | Prospectus stale 9+ months after effective date; financials then dated within 16 months of use |
| Shelf expiration | Primary and WKSI automatic shelves: 3 years after effectiveness. Resale shelves: none (run until sold). |
| WKSI thresholds | ≥$700 million public float (non-affiliate common equity) OR ≥$1 billion registered non-convertible debt in the last 3 years |
| FWP figures | Unfiled retention: 3 years after the initial bona fide offering. Media filing: within 4 business days of becoming aware. |
| Dealer delivery (non-reporting issuer) | National exchange: 25 days. OTC follow-on: 40 days (later of offering/effective). OTC first offering: 90 days from the later of effectiveness or first bona fide offering. Reporting issuer: none. |
| 48-hour rule | Previously nonreporting issuer: preliminary prospectus at least 48 hours before confirmation of sale |
| EGC figures | Status: ≤5 fiscal years post-IPO. Revenue cap: $1.235 billion (inflation-indexed). Confidential-submission public filing: ≥15 days before road show. Audited financials: 2 years (non-EGCs file 3). |
| FINRA / QIU figures | Compensation: unfair/unreasonable, case by case, no fixed ceiling. Lock-up: 180 days from sales commencement. FINRA filing: 3 business days of SEC filing. Conflict trigger: ≥5% of net proceeds. QIU cap: ≤5% of any class. QIU experience: underwriter in 3 similar offerings, past 3 years. |
| Reg FD non-intentional cure | Within 24 hours or before the next NYSE open, whichever is later |
| Exchange Act asset-and-holder trigger | 2,000+ holders of record (or 500+ non-accredited) and total assets over $10 million |
| Prospectus filing copy counts | 5 copies pre-effective (materially changed); 10 copies post-effective (materially changed) |
Which Gotchas Trip Students Up?
- The 48-hour preliminary-prospectus rule is separate from access-equals-delivery; both can apply to the same offering.
- WKSI status is OR, not AND. A debt-heavy issuer with a small equity market cap can still be a WKSI.
- There is no current fixed FINRA compensation percentage ceiling; the standard is "unfair or unreasonable" case by case, covering noncash compensation too.
- Two separate 5% tests: 5% of proceeds triggers the conflict, 5% ownership caps QIU eligibility.
- Reg FD's non-intentional cure is due at the LATER of the two deadlines (a Friday slip runs to Monday's open, not Saturday).
- The EGC revenue cap is inflation-indexed; $1.07 billion is stale.
- The pricing-omission mechanism is NOT access-equals-delivery; one lets registration go effective without a price, the other satisfies delivery after pricing.
- A permitted FWP or safe-harbor research report is still exposed to the anti-fraud provision.
- Public disclosure under Reg FD must be broad and non-exclusionary; an invitation-only call does not cure a selective disclosure.
One-Breath Recap
Every registered offering rides the registration spine: pre-filing means silence (any offer is gun-jumping), the waiting period opens oral offers plus three written lanes (tombstone, red herring, free-writing prospectus) with sales still barred, and the post-effective period allows sales once the final prospectus is filed, satisfying access-equals-delivery. The 48-hour rule still forces preliminary-prospectus delivery for a previously nonreporting issuer. Layered on top: the WKSI automatic shelf (3-year life, $700 million float OR $1 billion registered debt) and the JOBS Act EGC framework (5 years or an earlier trigger, $1.235 billion revenue cap, 2 years of audited financials). Regulation FD polices selective disclosure, and FINRA's fairness review runs no fixed compensation ceiling, a 180-day lock-up, and a QIU only when no other route applies.
Need more than the recap? Read the full Public Offerings unit.