Public Offering System Refiling Information
FINRA currently receives various types of updates to filings, including responses to comments posed by FINRA staff, amendments to underwriting documents, final prospectuses and post-effective registration statement amendments. These updates are typically filed to comply with the applicable Corporate Financing Rule requirements.
This page explains how to update a filing that was made in COBRADesk prior to May 31, 2012. For more information about refiling, please see Regulatory Notice 12-22.
Updating a COBRADesk Filing
If the update to the offering does not modify the terms and arrangements and does not require the offering to be refiled in the new system (as outline further below), firms can file the update through COBRADesk (until it is retired on June 20). After June 20, firms must complete the refiling form (PDF 32 KB) and submit the updates by email.
Refiling an Offering in the Public Offering Filing System
Offerings that must be refiled in the new Public Offering System include:
- filings that are still under review when COBRADesk is retired on June 20, 2012; and
- filings where an update requires review by FINRA staff.
Generally, if the update modifies the underwriting terms and arrangements of an offering or provides information about the arrangements, the firm must refile the offering in the new system. For example, if a firm makes changes to any of the following, the firm must refile in the new system:
- type of securities offered;
- gross offering proceeds;
- number of securities offered;
- public offering price;
- lead underwriter, dealer manager, selling agent or other lead participating member;
- distribution method; or
- underwriting compensation terms and arrangements.
The above list is illustrative and not meant to be comprehensive. Questions about whether a particular update should be filed in the new system or about refiling in general should be directed to the Corporate Financing Department at (240) 386-4623.
Please note you must reference the COBRADesk file ID when you refile in the new system.
Filing fees will not apply to refiled offerings unless the update increases the size of the offering, in which case additional fees may apply based on the change.