SEC Rule 134 allows certain types of advertisements to be run relating to a new issue. Tombstone ads are the only form of advertising that is allowed during the cooling off period. A tombstone ad is an announcement and description of the securities to be offered. A tombstone ad lists the names of the underwriters, where a prospectus may be obtained, and a statement that the tombstone ad does not constitute an offer to sell the securities and that the offer may only be made by a prospectus. Tombstone ads are traditionally run to announce the new issue, but they are not required and do not need to be filed with the SEC. Tombstone ads may also include:



  • The amount of the security to be offered
  • The date of sale
  • A general description of the issuer’s business
  • The price of the security

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Free Riding And Withholding / FINRA Rule 5130

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