The Jumpstart Our Business Startups (JOBS) Act permits emerging growth companies (EGCs) that have not previously sold securities under the 1933 Act to pre-file confidential registration statements, thereby allowing them to begin the SEC review process without publicly revealing sensitive commercial and financial information to their competitors. Beginning today, the SEC Division of Corporation Finance has implemented a secure e-mail system that allows confidential submissions under the JOBS Act as well as non-public draft registration statements from foreign private issuers under the pre-existing Division policy.
All eligible issuers submitting draft registration statements confidentially are required to open a secure e-mail account per Division instructions. Submissions must be text searchable PDF files. Additional information to be shared with the Division must be included in a transmittal letter rather than the e-mail text box. An EGC should confirm its EGC status in the transmittal letter. There should be one file for the transmittal letter, one file for the body of the draft registration statement, and one file for each exhibit to the draft registration. Exhibit numbers should match those used in the draft registration exhibit index. Upon receipt of a draft registration, the secure e-mail system will send the EGC or foreign private issuer a return receipt.
The e-mail system also will be used to send staff comment letters, to receive issuer replies to comments, and to submit amendments to a draft registration statement. The e-mail address used to register on the secure e-mail system will be the only e-mail address that the Division will use to send comment letters and any other correspondence prior to the public filing of the draft registration statement.
No comments:
Post a Comment