SEC Proposes Simplification Of Filer Status Categories And Enhanced Emerging Growth Company Accommodations
On May 19, 2026, the SEC proposed two separate rule changes that together would significantly improve the registered offering process, and ongoing SEC reporting compliance for almost all public companies. These rule proposals follow the much anticipated recent proposed rule change to provide domestic public companies with the option to transition to a semi-annual reporting framework. For a summary of that rule proposal, see HERE.
The SEC has proposed registered offering reforms that would: (i) increase access to shelf registrations on Form S-3; (ii) allow the use of offering communications that currently are limited to use by well-known seasoned issuers; (iii) expand the ability for broker-dealers to provide research report coverage; (iv) expand state law preemption to cover all registered offerings; and (v) expand the availability of incorporation by reference into Form S-1. For my four part blog series on these proposals see HERE, HERE, HERE, & HERE.
Separately, the SEC has proposed new
Concurrent Public and Private Offerings
Background
Conducting concurrent private and public offerings has historically been very tricky and limited, mainly as a result of the SEC’s position that the filing of an S-1 registration statement and unlimited ability to view such registration statement on the SEC EDGAR database in and of itself acted as a general solicitation and advertisement negating the availability of most private placement exemptions. In addition to the impediment of finding a private exemption to rely on, concurrent private and public offerings raised concerns of gun jumping by offering securities for sale prior to the filing of a registration statement, as prohibited by Section 5(c) of the Securities Act of 1933, as amended. However, with the enactment of the JOBS Act including its Rule 506(c) allowing general solicitation and advertising in an exempt offering, rules allowing the confidential submittal of registration statements for emerging growth companies (EGC) and rules permitting testing the waters communications prior to and after the filing of a
