In 2012, the JOBS Act allowed certain companies to submit, for staff review, a confidential draft registration statement for an initial public offering. In 2017, the SEC expanded these accommodations to all companies conducting certain securities offerings, including initial public offerings and follow-on offerings within one year of their initial public offering. With this announcement, the current accommodations for companies submitting draft registration statements for nonpublic review will be further enhanced. The SEC has noted that companies seeking to raise capital are taking advantage of the nonpublic review process when it is available.

The expansion of these enhanced accommodations will:

• provide new and existing companies with increased flexibility to explore and plan public offerings
• preserve investor protections that are available to purchasers in public offerings
• expand the types of forms eligible to be submitted as draft registration statements for nonpublic review
• permit reporting companies to submit draft registration statements for nonpublic review regardless of how much time has passed since their initial public offering
• increase support for capital formation
• allow companies additional flexibility to start the review process earlier by omitting certain underwriter disclosures from their initial submissions

Companies may email inquiries regarding their eligibility to use the enhanced accommodations to the Division of Corporation Finance at CFDraftPolicy@sec.gov.

Sources:

SEC Staff Facilitates Capital Formation for Companies Planning Public Offerings (sec.gov)

Enhanced Accommodations for Issuers Submitting Draft Registration Statements (sec.gov)