17 C.F.R. § 230.254

Preliminary offering circular

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After the filing of an offering statement, but before its qualification, written offers of securities may be made if they meet the following requirements:

(a) Outside front cover page. The outside front cover page of the material bears the caption Preliminary Offering Circular, the date of issuance, and the following legend, which must be highlighted by prominent type or in another manner:

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

(b) Other contents. The Preliminary Offering Circular contains substantially the information required to be in an offering circular by Form 1-A (§ 239.90 of this chapter), except that certain information may be omitted under Rule 253(b) (§ 230.253(b)) subject to the conditions set forth in such rule.

[80 FR 21895, Apr. 20, 2015]

Notes of Decisions

Cited in 3 cases, 1965–1976 · leading case: Goodman v. Kennedy, 556 P.2d 737 (Cal. 1976).

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Goodman v. Kennedy, 556 P.2d 737 (Cal. 1976). · cites it 2× “§ 77c(b) (prior to 1970 amendments); 17 C.F.R. § 230.254 (prior to 1972 amendment).”

Ross v. Licht, 263 F. Supp. 395 (S.D.N.Y. 1967). “The SEC apparently took the position that the Regulation A exemption, limited to $300,000 in one year, ( 17 C.F.R. § 230.254 ), was not available to National because the sale price of the 122% old shares sold on May 18, when added to the proposed public offering, would aggregate…”

United States v. McGuire, 249 F. Supp. 43 (S.D.N.Y. 1965). · cites it 2× “To prevent the obvious abuse illustrated in the case at bar, the regulations of the Commission, specifically Rule 254 ( 17 C.F.R. § 230.254 ), provide that in determining whether the condition is met that the “aggregate offering price” may not exceed $300,000, there must be…”

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