Regulation A—Conditional Small Issues Exemption
230.241 — Solicitations of interest.
(a) Solicitation of interest. At any time before making a determination as
to the exemption from registration under the Act under which an offering of
securities will be conducted, an issuer or any person authorized to act on
behalf of an issuer may communicate orally or in writing to determine whether
there is any interest in a contemplated offering of securities exempt from
registration under the Act. Such communications are deemed to be an offer of a
security for sale for purposes of the antifraud provisions of the Federal
securities laws. No solicitation or acceptance of money or other consideration,
nor of any commitment, binding or otherwise, from any person is permitted until
the issuer makes a determination as to the exemption to be relied on and the
offering, meeting the requirements of the exemption, is commenced.
(b) Conditions. The communications must state that:
(1) The issuer is considering an offering of securities exempt from registration
under the Act, but has not determined a specific exemption from registration the
issuer intends to rely on for the subsequent offer and sale of the
securities;
(2) No money or other consideration is being solicited, and if sent in response,
will not be accepted;
(3) No offer to buy the securities can be accepted and no part of the purchase
price can be received until the issuer determines the exemption under which the
offering is intended to be conducted and, where applicable, the filing,
disclosure, or qualification requirements of such exemption are met; and
(4) A person's indication of interest involves no obligation or commitment of any
kind.
(c) Indications of interest. Any written communication under this section
may include a means by which a person may indicate to the issuer that such
person is interested in a potential offering. The issuer may require the name,
address, telephone number, and/or email address in any response form included
pursuant to this paragraph (c).
[86 FR 3596, Jan. 14, 2021]