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ARTICLE · 04 FEBRUARY 2021

FINRA Proposes To Amend Rules 5122 And 5123

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FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings...

United StatesFinance and Banking
Anna T. Pinedo
Anna T. Pinedo
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FINRA filed with the Securities and Exchange Commission (SEC) proposed amendments to the private placement filer form that members complete in connection with private placement filings made pursuant to either Rule 5122 or Rule 5123. The proposed changes to the filer form are proposed for immediate effectiveness, with an anticipated implementation date of May 22, 2021. The filer form is proposed to be amended to request additional detail regarding the member's disciplinary history, the issuer's intended use of proceeds, and details regarding contingencies in contingency offerings, as discussed below:

  • Contingency offerings: FINRA notes that members do not provide sufficient information regarding contingency offerings. The filer form adds three additional questions for a contingency offering: (1) a request for the member to provide the date by which contingency must be met; (2) a question asking if there have been any changes to the original terms of the contingency

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