A period of time between the filing of a preliminary prospectus (registration statement) with the Securities and Exchange Commission (SEC) and the offer of the securities to the public (public offering). It is the usual 20 days (or often longer) between the filing date and the offering date. During the cooling-off period, the registration statement is reviewed, while the underwriter (s) can draw indications of interest who may be interested in buying the securities. At the end of the cooling-off period, the securities will hopefully get approved for sale to the investors.