Investor engagement glossary

An investor who meets SEC tests based on income, net worth, or certain professional credentials, for example individual income above $200,000 (or $300,000 with a spouse or spousal equivalent) in each of the last two years, or net worth above $1 million excluding a primary residence. Many private offerings are limited to accredited investors.

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A registered offering in which a public company sells newly issued shares gradually into the market at prevailing prices through a sales agent, instead of all at once at a fixed price.

The average number of shares traded per day over a set period, often 30 or 90 days. It is a common measure of a stock's liquidity.

A limit in the instructions to SEC Form S-3 (General Instruction I.B.6). A company with a public float under $75 million can generally sell no more than one-third of its public float in primary shelf offerings in any 12-month period.

A Canadian stock exchange focused on early-stage and growth companies.

A way to go public in which a company lists its existing shares on an exchange without a traditional underwritten offering. Exchange rules also allow certain direct listings that include a primary capital raise.

The SEC's Electronic Data Gathering, Analysis, and Retrieval system, where filings by US public companies are published.

The short, consistent explanation of why a company is worth owning: what it does, why it wins, and what happens next.

The SEC form a US reporting company files to announce material events between its quarterly and annual reports, such as major agreements or leadership changes. Most items must be filed within four business days.

The annual (10-K) and quarterly (10-Q) reports that US reporting companies file with the SEC, including financial statements and management's discussion of results.

Federal Trade Commission guidance requiring endorsers, including paid influencers, to clearly disclose material connections, such as payment or free products, with whatever they promote.

A paid program that introduces a public company to new investors through channels such as social media, newsletters, video, and financial media. Compliant campaigns are factual and disclose who paid and how much.

The function that manages communication between a company and the investment community, including shareholders, prospective investors, analysts, and the financial media.

A company's share price multiplied by its number of shares outstanding.

Information a reasonable investor would consider important to an investment decision that hasn't been broadly released to the public. Trading on it, or tipping others, can violate insider trading laws.

Meetings between management and investors that aren't tied to an offering, used to explain the business and build relationships.

OTC Markets Group sorts over-the-counter securities into tiers based on disclosure and standards: OTCQX at the top, OTCQB for early-stage and venture companies, the OTCID Basic Market (launched July 2025) for companies meeting baseline reporting standards, Pink Limited for securities with limited or outdated information, and the Expert Market, where quotes are not available to retail investors.

Private investment in public equity: a public company sells shares or convertible securities directly to selected investors in a private placement, usually at a negotiated price.

The shares held by non-affiliates, meaning investors other than officers, directors, and controlling shareholders. A small float can make a stock more volatile.

The period around a securities offering, especially an IPO, when SEC rules restrict what a company can say publicly so it doesn't condition the market. Many companies also observe a self-imposed quiet period before earnings.

An SEC exemption that lets companies raise money from the public with a lighter process than a full registration. Tier 2 allows up to $75 million in a 12-month period, and issuers may test the waters with potential investors.

The most common private placement exemptions. Rule 506(b) prohibits general solicitation and allows up to 35 non-accredited but sophisticated purchasers. Rule 506(c) permits general solicitation, but every purchaser must be accredited and the issuer must take reasonable steps to verify it.

Regulation Fair Disclosure. It prohibits SEC-reporting companies from selectively disclosing material nonpublic information to market professionals or shareholders who may trade on it, unless the information is made public at the same time, or promptly if the disclosure was unintentional.

A transaction in which a private company becomes public by merging with or being acquired by an existing public company, with the private company's owners ending up in control. Also called a reverse merger.

A provision of the Securities Act of 1933 that makes it unlawful to publicize a security in exchange for compensation from an issuer, underwriter, or dealer without fully disclosing the compensation, past or future, and its amount.

The Canadian Securities Administrators' system for public company filings in Canada, the Canadian counterpart to EDGAR.

A registration statement, usually on Form S-3, that lets an eligible public company register securities in advance and sell them over time as market conditions allow.

The Canadian exchange for early-stage and growth companies, operated by TMX Group. Companies often graduate from it to the Toronto Stock Exchange.

Moving a company's shares from a lower-tier market, such as OTC Markets, to a national securities exchange such as Nasdaq or NYSE American, after meeting that exchange's listing standards.