iOn March 11, the Financial Industry Regulatory Authority (FINRA) published Regulatory Notice 21-10 (Notice), which notifies members that FINRA has updated the form (Filer Form) that must be used to file offering documents and information pursuant to FINRA Rules 5122 (Private Placements of Securities Issued by Members) and 5123 (Private Placements of Securities). FINRA Rule 5122 establishes disclosure and filing requirements for members that sell a private placement of an unregistered security issued by a broker-dealer or a control entity. FINRA Rule 5123 requires members that sell a private placement to file a copy of any offering documents with FINRA within 15 calendar days of the first sale, subject to various exemptions.
The updated Filer Form will be accessible in the FINRA Gateway beginning May 22, and includes new and updated questions that will facilitate review of the filed material. These questions will cover topics including, but not limited to: (1) contingency offerings; (2) the disciplinary history of issuers, principals and affiliates; (3) the intended use of proceeds; and (4) private securities transactions. Beginning on May 22, members will be required to complete the updated Filer Form for all new filings, as well as for new amendments to filings.
