Used for: Offers by registered broker-dealers pursuant to a preliminary prospectus, provided all the following requirements are met:
- A registration application has been filed under Wis. Stat. s. 551.304 or 551.305 or a notice has been filed under Wis. Stat. s. 551.201(1) or (7), or 551.202(15);
- The preliminary prospectus either has been filed with the U.S. Securities and Exchange Commission (SEC) or has been filed with the Division of Securities for 10 days and the division has not denied the exemption; and
- No customer funds are received and no customer signs a binding subscription agreement.
Filing requirement: Self-executing provided a registration statement is pending. No filing or Consent to Service of Process is required to claim this exemption for transactions for which a registration statement has been filed and is pending approval. However, if advertising is "published" or "circulated," as defined in Wis. Admin. Code s. DFI-Sec 1.02(1)(a) and (b), it must be filed with the division and may not be used unless and until the division has allowed its use.
Frequently asked questions:
Q: When may a preliminary prospectus be distributed?
A: If the prospectus has been filed with the SEC, it may be used as soon as it has been filed with the division. If the prospectus has not been filed with the SEC, it may be used 10 days after it has been filed with the division, provided its use has not been disallowed.
Contact Us
Phone: (608) 266-2139
Email: DFISecurities@dfi.wisconsin.gov