A printed document that summarizes a corporation’s registration statement for a new issue of non-exempt securities that was filed with the SEC. It details material information about the corporation and the security being issued. A prospectus must be given to all buyers and potential buyers of the new issue. A preliminary prospectus is given to investors when brokers obtain indications of interest. Although the document does not have all the information included in the offering circular, it does include the major facts. A preliminary prospectus is often called a “red herring” because its front-page notice is printed in red ink. The notice states that the preliminary prospectus is “subject to completion or amendment” and “shall not constitute an offer to sell…”  A “Red Herring” Prospectus is industry jargon for a preliminary prospectus issued by underwriters or issuers to gauge interest in a prospective offering. It receives its name from the warning, printed in red, that information in the document is incomplete or subject to change before the issue.

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