§ 229.105 - xxx

§ 229.105 (Item 105) Risk factors.

Cross Reference

Link to an amendment published at 85 FR 63761, Oct. 8, 2020.

(a) Where appropriate, provide under the caption “Risk Factors” a discussion of the

most significant

material factors that make an investment in the registrant or offering speculative or risky. This discussion must be

concise and

organized logically

. Do not present

with relevant headings and each risk factor should be set forth under a subcaption that adequately describes the risk. The presentation of risks that could apply generically to any registrant or any offering

. Explain how the

is discouraged, but to the extent generic risk factors are presented, disclose them at the end of the risk factor section under the caption “General Risk Factors.”

(b) Concisely explain how each risk affects the registrant or the securities being offered.

Set forth each risk factor under a subcaption that adequately describes the risk

If the discussion is longer than 15 pages, include in the forepart of the prospectus or annual report, as applicable, a series of concise, bulleted or numbered statements that is no more than two pages summarizing the principal factors that make an investment in the registrant or offering speculative or risky. If the risk factor discussion is included in a registration statement, it must immediately follow the summary section required by § 229.503 (Item 503 of Regulation S-K). If you do not include a summary section, the risk factor section must immediately follow the cover page of the prospectus or the pricing information section that immediately follows the cover page. Pricing information means price and price-related information that you may omit from the prospectus in an effective registration statement based on Rule 430A (§ 230.430A

(a)

of this chapter). The registrant must furnish this information in plain English. See § 230.421(d) of Regulation C of this chapter.

[84 85 FR 1271663761, AprOct. 28, 20192020]