Preliminary Prospectus
(Red Herring) Legend

This template clause comprises the legend for the front cover page of a preliminary prospectus (or “red herring,” so called because the legend is customarily printed in red), included in a registration statement filed with the Securities and Exchange Commission (SEC) for a public offering of securities, as set forth in Item 501(b)(10) of Regulation S-K (17 C.F.R. § 229.501). This template includes practical guidance and drafting notes. The preliminary prospectus is typically distributed by the underwriters to potential investors to solicit indications of interest in the securities being offered before the registration statement is declared effective by the SEC. For a discussion on preparing the preliminary prospectus for an initial public offering, see Registration Statement and Preliminary Prospectus Preparations for an IPO. For more on IPOs generally, see Initial Public Offerings Resource Kit.