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Risky Business: "Pre-IPO" Investing

Jan. 11, 2005

"Pre-IPO" investing involves buying a stake in a company before the company makes its initial public offering of securities. Many companies and stock promoters entice investors by promising an opportunity to make high returns by investing in a start-up enterprise at the ground floor level — often a new company that claims to be related to the Internet or e-commerce.

But investing at the pre-IPO stage can involve significant risk for investors. And pre-IPO offerings targeted at the general public — especially those that are publicized through "spam" e-mails — are often fraudulent and illegal. Consider the following:

Before you even think about investing in any pre-IPO opportunity, be sure to do your homework. At a minimum, you'll want to know:

Remember: the people and companies that promote fraudulent pre-IPO offerings often use impressive-looking websites, bulletin board postings, and e-mail spam to exploit investors who scour the Internet looking for e-businesses in which to invest. To lure you in, they make unfounded comparisons between their company and other established, successful Internet companies. But these and other claims that sound so believable at first often turn out to be false or misleading

Always be skeptical when considering any offer you hear about through the Internet. For tips on how to recognize and avoid Internet fraud, please read our publication entitled Internet Fraud:  How to Avoid Internet Investment Scams. To see an example of this kind of scam, click here.

We have provided this information as a service to investors.  It is neither a legal interpretation nor a statement of SEC policy.  If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

  • The Offering May Be Illegal – Any company that wants to offer or sell securities to the public must either register the transaction with the SEC or meet an exemption. Otherwise the offering is illegal, and you may lose every penny you invest. The most common exemptions include those found in Regulation D of the Securities Act. But to meet these exemptions, the company and its promoters generally cannot advertise the offering or make solicitations to the general public.
    • You're Buying Unregistered Securities – That means you may have an extremely difficult time selling your securities if you want to liquidate before the company goes public. You may also have a difficult time obtaining current, reliable information about the company. In addition, if you purchase or acquire restricted securities, you cannot sell those securities for at least one year—even if the company goes public in the meantime.
    • The Company May Never Go Public – In a growing number of cases, fraudsters have focused on the predicted value and imminence of an alleged IPO to lure—and pressure—investors. But don't be taken in by such false promises. While some IPOs yield double- and even triple-digit returns, many others don't or quickly fall back to levels far below the IPO price. In any event, the fact remains that the company may never go public. And if that's the case, you may never recoup your investment.

    1. Details About the Offering – Is the securities offering subject to an exemption? Remember, if it's neither registered nor exempt, it's illegal. Check with your state securities regulator to find out whether they have any information about the company, the offering, and the people promoting the deal. You can also check with the SEC's Public Reference Room to see whether the company has filed an offering circular under Regulation A or a Form D under Regulation D. If you ultimately decide to invest, find out whether your stock will be restricted in any way. And be sure to ask how, if at all, you can liquidate your investment if the company does not go public.
      • Information on the Company – What are its products and services? Who are its customers? Does it have the physical plant, contracts, or inventory it claims to have? Are audited financials available? If so, ask for copies and review them carefully. We've seen over the years that the most successful frauds typically start out with plausible lies. That's why you should always independently verify claims about any company in which you plan to invest.
      • Management's Background – Who runs the company? Have they made money for investors in the past? Have any of them violated the law, including any of the federal securities laws? Your state securities regulator may be able to tell you whether the company and the people who run it have previously defrauded investors.
      • The Existence and Identity of the Underwriter – Has the company retained an investment banking firm to underwrite the offering? If so, which firm? Contact your state securities regulator to find out whether the firm has a history of complaints or fraud.
      • The Identity and Disciplinary History of the Promoter – How did you find out about the offering? If you heard about it from a stranger or saw a general advertisement, exercise extreme caution. Unscrupulous promoters typically try to lure in as many unwitting investors as possible to maximize their returns. Be sure to check out the disciplinary history of any promoters with your state securities regulator.
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