On September 26, 2019, the U.S. Securities and Exchange
Commission (SEC) voted to adopt new Rule 163B under the Securities Act of 1933, as
amended (Securities Act), to expand the
"testing-the-waters" (TTW) accommodation —
currently available only to emerging growth companies (EGCs)
— to all issuers regardless of size or reporting status. The
new rule enables all issuers, or any person authorized to act on
their behalf, including underwriters, to make oral and written
offers (TTW communications) to sophisticated investors prior to or
after the filing of a registration statement to gauge market
interest in a possible registered public offering.
The new rule will become effective 60 days after publication in
the Federal Register.
