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Florida Administrative Code (Last Updated: April 18, 2024) |
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69. Department of Financial Services |
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69W. Securities |
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69W-500. Exempt Transactions |
1(1) Generally, an offer or sale pursuant to an exemption provided by Section 14517.061, F.S., 16shall not be integrated with any other offer or sale which is exempt under any other exemption provided by Section 36517.061, F.S., 38for the purposes of determining the availability of either such exemption. However, the determination as to whether sales of securities, made in reliance upon an exemption under Section 66517.061(11), F.S., 68are a part of a larger or single offering which would be required to be integrated with such sales, the following factors shall be considered:
93(a) Whether the offers or sales are part of a single plan of financing;
107(b) Whether the offers or sales involve issuance of the same class of security;
121(c) Whether the offers or sales are made at or about the same time;
135(d) Whether the same type of consideration is to be received;
146(e) Whether the offers or sales are made for the same general purpose; and
160(f) Whether the offers or sales are made as part of a scheme or device to violate or evade any of the provisions of this act.
186(2) Offers or sales made pursuant to Section 194517.061(11), F.S., 196shall not be integrated with offers or sales made by the issuer or on the issuer’s behalf pursuant to a subsequent offering under Section 220517.081, F.S., 222or sold pursuant to a registration statement effective under the Securities Act of 1933, provided the issuer has terminated all offers or sales made pursuant to Section 249517.061(11), F.S., 251prior to the submission of the application for registration. Offers or sales made pursuant to Section 267517.061(11), F.S., 269following an offering registered under Section 275517.081, F.S., 277may or may not be integrated with such an offering registered under Section 290517.081, F.S., 292or sold pursuant to a registration statement effective under the Securities Act of 1933, depending upon the facts and circumstances in each case.
315(3) Securities registered with another jurisdiction may be sold in Florida pursuant to Section 329517.061(11), F.S., 331provided all requirements of Section 336517.061(11), F.S., 338and rules thereunder are complied with.
344Specific Authority 346517.03 FS. 348Law Implemented 350517.061(11) FS. 352History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.01, Amended 7-31-91, Formerly 3E-500.001.
