Lexicon

Any public statement made by a company during the time it is offering securities to potential investors may be treated as offering materials that the company is responsible for. The offering materials may be presented as a formal memorandum or public offering prospectus. Other communications that may be treated as offering materials are company responses to questions from potential investors, marketing materials, slide shows, or videos.

A PPM is a formal disclosure document delivered to potential investors during a securities offering exempted from registration. The PPM contains the objectives, risks, and terms of the investment offer. A PPM is not always required. For example, where only accredited investors are offered securities, a PPM is optional and the issuer and intermediaries can decide for themselves what information to disclose, and how to disclose it.

A formalized, legal document filed with the Securities and Exchange Commission that contains information required under the Securities Act. The issuer provides the prospectus to potential investors during a registered offering. The prospectus contains details about the company and the securities offering for sale to the public.

The information a company needs to file with the SEC in order to be able to sell securities. The registration statement is available to the public on the SEC's website shortly after the company files it with the SEC. Crowdfunding securities are subject to an exemption from registration, as the requirements of registration are frequently too burdensome for a company in its infancy. Crowdfunding investments are subject to their own, more limited, disclosure requirements. If a company registers with the SEC, the registration form should include the essential facts to present an accurate picture of the company and its securities. This includes a description of the company's business, description of the security to be offered for sale (e.g. stock, bond, terms, etc.), details of the management of the company, financial statements certified by independent accountants, and ongoing disclosure. The SEC reviews the disclosure for compliance with the requirement of accuracy and truthfulness, but does not evaluate whether the investment is good or not.