A more thorough explanation:

Section 5 is a part of the Securities Act that requires companies to file a registration statement with the Securities and Exchange Commission (SEC) before publicly offering securities. This is to ensure that potential investors have access to accurate information about the company and its securities.

Section 5 has regulations that apply to different time periods during the offering process. During the pre-filing period, companies cannot make any offers to sell securities. During the waiting period, companies can make oral offers and conduct roadshows, but written offers must meet certain requirements. Once the SEC approves the registration statement, companies can sell their securities without restriction.

There are some exceptions to Section 5, such as private placements. Private placements allow companies to issue securities without filing a registration statement if they meet certain conditions. These transactions usually involve selling securities to financial institutions.

A company wants to sell shares of its stock to the public. Before doing so, it must file a registration statement with the SEC that includes information about the company's financials, management, and other relevant details. During the waiting period, the company can conduct roadshows and make oral offers to potential investors. Once the SEC approves the registration statement, the company can sell its shares to the public.

However, if the company wants to sell shares to a select group of financial institutions, it may be able to do so through a private placement. In this case, the company would not need to file a registration statement with the SEC.