securities

reporting company

A reporting company is any company subject to the periodic reporting requirements of the Exchange Act, i.e., any public corporation.

[Last updated in February of 2022 by the Wex Definitions Team]

risk factors

Risk factors refer to Item 105 of Regulation S-K which requires the registrant’s management to discuss material risks to the registrant’s operations. Item 105 requires that the registrant write their risk factors in plain English and organize...

roadshow

Roadshows are presentations by the management of an issuer conducting a public offering to market their securities.

Permissibility Under the Gun Jumping Rules

In an initial public offering (IPO), issuers market their...

Rule 10b-5

Rule 10-5 is a Securities and Exchange Commission (SEC) regulation that prohibits securities fraud.

Overview

The SEC promulgated Rule 10b-5 under Section 10(b) of the Exchange Act, which authorizes the SEC to regulate...

Rule 144A

Rule 144A (formally 17 CFR § 230.144A) is a Securities Exchange Commission (SEC) regulation that enables purchasers of securities in a private placement to resell their securities to qualified institutional buyers (QIBs) under certain...

Rule 504

Rule 504 (formally 17 CFR § 230.504) is a Securities and Exchange Commission (SEC) regulation that enables issuers to sell under $5,000,000 in securities to an unlimited amount of purchasers in a private placement.

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Rule 506

Rule 506 (formally 17 CFR § 230.506) is a Securities and Exchange Commission (SEC) regulation that allows private placement under Regulation D and enables issuers to offer an unlimited amount in securities.

Relationship with Section 5...

Sarbanes-Oxley Act

The Sarbanes-Oxley Act (SOX) is a federal act passed in 2002 with bipartisan congressional support to improve auditing and public disclosure in response to several accounting scandals in the early-2000s. The act was named after the bill...

seasoned issuer

A seasoned issuer is any issuer that is eligible to use a Form S-3 or Form F-3 to register primary offerings.

[Last updated in February of 2022 by the Wex Definitions Team]

secondary market

The secondary market is the exchange where secondary offerings occur.

[Last updated in January of 2022 by the Wex Definitions Team]

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