Unregistered offering

An unregistered offering is a sale of securities without a registration statement and without a valid exemption. It is unlawful under Section 5 of the Securities Act regardless of whether anyone was deceived.

manipulation techniques · updated 2026-09-08

Where does unregistered offering come up?

This term is used in the following manipulation techniques, each explained in full on its own page.

• Unregistered distributions — An unregistered distribution is selling securities to the public without registration or a valid exemption, which Securities Act Section 5 prohibits regardless of whether anyone was deceived or harmed.

Enforcement actions involving these techniques

See also

• Restricted securities — Restricted securities are shares acquired in an unregistered transaction that cannot be freely resold until a holding period and o…
• Reverse merger — A reverse merger takes a private business public by merging it into an existing public shell, avoiding the disclosure and scrutiny…

Terms that refer here

Regulation M · Restricted securities · Reverse merger

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