Withdrawal of an Offering Statement
The final rules will, as proposed, permit an issuer to withdraw an offering statement, with the Commission’s consent, if none of the securities that are the subject of
259 See also 17 CFR 230.460 (Distribution of Preliminary Prospectus in Registered Offerings). Additionally, with continued improvements in information and communication technologies, we believe direct public offerings (i.e., offerings conducted by an issuer without the involvement of an underwriter) may become a more attractive option for certain issuers. For that reason, it is important that the advance preliminary offering circular delivery requirements for participating broker-dealers apply equally to issuers.
260 See Rule 251(d)(1)(iii). For written confirmations and notices of allocation in the post- qualification period, issuers and intermediaries may rely on the EDGAR filing of the final offering circular to satisfy any delivery requirements that may apply under Rule 251(d)(1)(iii). This approach is consistent with Rule 172(a) in the context of registered offerings. For a discussion of Rule 172(a), see Securities Offering Reform, Rel. No. 33-8591, at 251.
261 17 CFR 230.173.
262 See Rule 251(d)(2)(ii).
263 As proposed, the final rules make clear that, in the case of an electronic-only offering, the notice must include an active hyperlink to the final offering circular or to the offering statement of which such final offering circular is part. See Rule 251(d)(2)(ii)(E).
such offering statement have been sold and such offering statement is not the subject of a Commission order temporarily suspending a Regulation A exemption.264 The final rules also permit, as proposed, the Commission to declare an offering statement abandoned if the offering statement has been on file with the Commission for nine months without amendment and has not become qualified.265 These withdrawal and abandonment procedures are similar to the ones that apply to issuers in registered offerings.
Non-Public Submission of Draft Offering Statements