Legal Definitions - pre-filing period

The pre-filing period is the time before a company files for an initial public offering (IPO). During this period, the company is not allowed to make any offers to sell securities, but there are some exceptions. The Securities and Exchange Commission (SEC) regulates the company's activities during this period to prevent "gun jumping," which is when a company tries to condition the market for the sale of its securities before filing its registration statement.

• Rule 163A allows a company to communicate with investors more than 30 days before filing its registration statement, as long as the communication does not refer to the specific securities offering and is made by the company.
• Rule 135 allows a company to announce that it will issue securities, but it can only state its name, the amount and basic terms of the securities, the anticipated timing of issuance, and a brief statement of the manner and purpose of the offering.
• Issuers may also engage in testing-the-waterscommunications with certain institutional investors during the pre-filing period.

These examples illustrate the limited communication that a company can have during the pre-filing period. The company cannot make any offers to sell securities, but it can make certain announcements and communicate with certain investors. These rules are in place to prevent the company from manipulating the market before it files its registration statement.