69W-700.015. Offering Price of Equity Securities

(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 Rule 69W-200.002, F.A.C. 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.

(4) “Promotional Securities” for purposes of Rule 69W-700.015, F.A.C., shall mean securities that are to be issued or were issued:

(a) By an issuer which is a development stage company to promoters for cash or other consideration, including services rendered, patents, copyrights, and other intangibles, that will be or were less than eighty-five percent (85%) of the proposed offering price; or

(b) Within three (3) years prior to the filing of an application to register securities with the Office of Financial Regulation by an issuer, which is not a development stage company, to promoters for cash or other considerations, including services rendered, patents, copyrights and other intangibles, that will be or were less than eighty-five percent (85%) of the proposed offering price. (Shares issued pursuant to conversion or exercise rights shall be included as promoters shares).

Rulemaking Authority 517.03(1) FS. 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, 3-21-24.