69W-500.005. Disclosure Requirements of Section 517.061(11)(a)3., F.S  

Effective on Monday, September 22, 2014
  • 1(1) Transactions by an issuer which do not satisfy all of the conditions of this rule shall not raise any presumption that the exemptions provided by Section 28517.061(11), F.S., 30is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 56517.061(11), F.S., 58outside this rule.

    61(2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be “integrated”) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 11269W-500.001, 113F.A.C., should be considered.

    117(3) Although sales made pursuant to Section 124517.061(11), F.S., 126and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the anti-fraud provisions of Sections 151517.301 152and 153517.311, F.S.

    155(4) The provisions of this rule shall apply only to transactions which are consummated with persons in the State of Florida.

    176(5) The requirement of Section 181517.061(11)(a)3., F.S., 183that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information shall be deemed to be satisfied if either paragraph (5)(a) or (b) are complied with:

    220(a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information shall be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information:

    2571. All material books and records of the issuer; and

    2672. All material contracts and documents relating to the proposed transaction; and

    2793. An opportunity to question the appropriate executive officers or partners.

    290(b) Offering Circular. At the election of the issuer an offering circular containing the following information may be provided to a purchaser prior to the sale:

    3161. All material risks involved in the offering;

    3242. The business name of the issuer;

    3313. The state of incorporation or organization;

    3384. The business address of the issuer;

    3455. A brief description of the business background of the executive personnel and promoters of the issuer;

    3626. Underwriters’ names and addresses;

    3677. Principal owners of securities of the issuer;

    3758. Amount of securities held or subscribed for by affiliates or promoters;

    3879. A description of the business of the issuer;

    39610. Capitalization of the issuer;

    40111. Options and warrants in connection with the securities to be offered;

    41312. Amount of securities issued or to be offered and a statement that the securities have not been registered with the State of Florida; the terms of the offering and a description of the securities being offered;

    45013. Amount and nature of funded debt of the issuer;

    46014. Estimated amount of proceeds from the sale of securities;

    47015. Use of proceeds from the offering;

    47716. Executive remuneration;

    48017. Underwriter’s commissions and discounts;

    48518. Offering expenses of the issuer;

    49119. Compensation to promoters;

    49520. Brief description of prior offerings if material;

    50321. Information concerning property acquired or to be acquired with proceeds from securities;

    51622. General Partners’, officers’, stockholders’, or directors’ interests in property acquired by or from the issuer;

    53223. Information concerning the material contracts of the issuer;

    54124. Pending material litigation involving the issuer;

    54825. Adverse actions taken against (or in which were named) the issuer, underwriter, any promoter or any officer or director by any state, federal or self-regulatory agency if material;

    57726. Offering date;

    58027. A statement indicating that the sale shall be voidable by the purchaser within three days of the sale, as required by Section 603517.061(11)(a)5., F.S.;

    60528. Information, where appropriate, concerning the financial condition of the issuer, as follows:

    618a. A balance sheet and statement of profit and loss as of a date not earlier than the end of the last fiscal year of the issuer; provided, however, that if the last fiscal year shall have ended within 90 days of the date of the circular in which such data is to be included, such data may be supplied as of a date not earlier than the end of the fiscal year preceding the last fiscal year of the issuer.

    699b. If the balance sheet and statement of profit and loss included in an offering circular pursuant to subparagraph a. above are as of a date 120 days prior to the date of the offering circular in which such data are included, sales and net income information as of a date not earlier than 90 days prior to the date of the offering circular shall be included.

    766c. Financial statements required by sub-subparagraph 28.a. need not be certified by an independent certified public accountant; however, if certified financial statements shall have been prepared for any period specified in sub-subparagraph 28.a., such certified financial statements shall be included.

    806(6) In the case of an issuer that is subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, (83315 U.S.C. § 78m, 83778o(d)), the provisions of paragraph (5)(b) of this rule shall be deemed satisfied by providing the following:

    854(a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to section 14 of the Securities Exchange Act of 1934 (92115 U.S.C. § 78n925) and in any reports or documents required to be filed by the issuer pursuant to section 13(a) (94415 U.S.C. § 78m(a)948) or 15(d) (95215 U.S.C. § 78o(d)956) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and

    975(b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer’s affairs which are not disclosed in the documents furnished.

    1008(7) For purposes of Rule 101369W-500.005, 1014F.A.C., the term “Issuer” is defined in Rule 102269W-200.001, 1023F.A.C.

    1024Rulemaking Authority 1026517.03(1) FS. 1028Law Implemented 1030517.061(11) FS. 1032History–New 12-5-79, Amended 9-20-82, Formerly 3E-500.05, Amended 10-14-90, 7-31-91, Formerly 3E-500.005, Amended 9-22-14.


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