Florida Regulations 69W-700.015: Offering Price of Equity Securities
Current as of: 2024 | Check for updates
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(1) The offering price of securities that an issuer is seeking to register shall not exceed:
(a) The established market price, for the securities of the same class as that proposed to be offered; or
(b) A proposed price that reflects a price earnings ratio of securities of similar issuers in the same industry; and further provided that the issuer has a consistent record of earnings for the preceding three (3) fiscal years; or
(c) The proposed offering price established by an underwriter under a firm underwriting commitment, if the underwriter is registered under the Securities Exchange Act of 1934 (15 U.S.C. §§78a through 78pp), which is incorporated by reference in Fl. Admin. Code R. 69W-200.002 and has the financial ability to perform its commitment in light of its net capital position.
(2) In offerings where the issuer is in the development phase, or the issuer fails to comply with subsection (1) of this rule, a specific risk factor entitled “”Immediate Substantial Dilution”” in the prospectus stating the book value per share before and after completion of the offering and the dilution percentage to purchasers of the offering.
(3) In offerings where the issuer is complying with the registration provisions of section 517.081(3)(g)2., F.S., and subsection 69W-700.002(2), F.A.C., the Office of Financial Regulation shall allow the offering to be offered and sold at a minimum of $5 per share provided that all promotional securities are escrowed.
Rulemaking Authority Florida Statutes § 517.03(1). Law Implemented 517.081(3), (7) FS. History-New 9-20-82, Formerly 3E-20.15, 3E-700.15, Amended 11-30-97, Formerly 3E-700.015, Amended 11-22-10, 9-22-14.
(b) A proposed price that reflects a price earnings ratio of securities of similar issuers in the same industry; and further provided that the issuer has a consistent record of earnings for the preceding three (3) fiscal years; or
(c) The proposed offering price established by an underwriter under a firm underwriting commitment, if the underwriter is registered under the Securities Exchange Act of 1934 (15 U.S.C. §§78a through 78pp), which is incorporated by reference in Fl. Admin. Code R. 69W-200.002 and has the financial ability to perform its commitment in light of its net capital position.
(2) In offerings where the issuer is in the development phase, or the issuer fails to comply with subsection (1) of this rule, a specific risk factor entitled “”Immediate Substantial Dilution”” in the prospectus stating the book value per share before and after completion of the offering and the dilution percentage to purchasers of the offering.
(3) In offerings where the issuer is complying with the registration provisions of section 517.081(3)(g)2., F.S., and subsection 69W-700.002(2), F.A.C., the Office of Financial Regulation shall allow the offering to be offered and sold at a minimum of $5 per share provided that all promotional securities are escrowed.
Rulemaking Authority Florida Statutes § 517.03(1). Law Implemented 517.081(3), (7) FS. History-New 9-20-82, Formerly 3E-20.15, 3E-700.15, Amended 11-30-97, Formerly 3E-700.015, Amended 11-22-10, 9-22-14.