Series 79: 8.2.2. Free Writing Prospectuses

8.2.2. Free Writing Prospectuses

In 2005, certain SEC restrictions were relaxed to allow additional kinds of offers. Perhaps the most influential modification was to allow free writing prospectuses (FWPs), which were introduced in Chapter 6. An FWP does not have to be accompanied by a preliminary prospectus. It also does not have to meet a preliminary prospectus’s content requirements. It may even contain additional information, just as long as it does not contradict the preliminary or final prospectus. FWPs must include a legend advising potential investors to read the preliminary prospectus, and telling them how to get one.

As previously mentioned, WKSIs are allowed to use FWPs in the pre-filing period, but other issuers can use them only after the registration statement has been filed. Ineligible issuers have extremely limited use of FWPs. Shell companies, blank check companies (including SPACs), and penny stock companies may not use them at all. Other types of ineligible issuers may use an FWP o