A free writing prospectus is any form of written communication published or broadcast by an issuer which contains information about the securities offered for sale that does not meet the definition of a statutory prospectus. Common examples of a free writing prospectus include:
• Marketing materials
• Graphs
• Term sheets
• Emails
• Press releases
The free writing prospectus should include a legend recommending that the individual read the statutory prospectus to obtain more information relating to the securities being offered. A hyperlink will be used in many cases to direct the reader to the statutory prospectus. If the free writing prospectus has been erroneously distributed without a legend, the broker dealer should amend the free writing prospectus to include the legend and resend to recipients as soon as practical. An issuer who meets the definition of a well-known seasoned issuer may use an FWP at any time before or after the filing of a registration statement. A seasoned issuer may only use an FWP after the filing of the registration statement with the SEC. An unseasoned or non- reporting issuer may use a free writing prospectus only after a registration statement is filed with the SEC and must either send a statutory prospectus with FWP or must include a hyperlink to a statutory prospectus. Issuers who use free writing prospectuses will file them with the SEC over the SEC’s website.