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What is meant by a material change?

A material change is a change in the affairs of the company that is expected to have a significant effect on the market value of its securities. Material changes include a change in the nature of the business, a change in the Board of Directors or the principle officers, a change in the share ownership of the company that could affect control, or the acquisition or disposition of any securities in another company. A material change must be reported to the applicable self-regulatory organization.

A final prospectus must contain sufficient details on the securities being offered for sale so as to provide “full true and plain disclosure” of all material facts about securities proposed to be distributed. Unlisted companies must file a prospectus with applicable security administrators. Companies already listed may use a prospectus or effect the share distribution through the exchange by filing less detailed exchange offering prospectus or a statement of material facts with the applicable exchanges or securities commissions.