Series 79 practice questionmediumSEC Registration Statements
A company that has been publicly reporting for 18 months but has a public float of only $50 million wants to conduct a primary offering of common stock. Which statement is most accurate?
- AUse Form S-3 under baby-shelf rules, subject to the one-third public-float cap✓ Correct answer
- BThe company can use Form S-3 because it has been reporting for more than 12 months
- CThe company must use Form S-4 because it does not qualify for S-3
- DThe company can use Form S-3 if it limits the offering to $50 million
Explanation
Why A — Use Form S-3 under baby-shelf rules, subject to the one-third public-float cap
An issuer below $75 million public float can still use Form S-3 for a primary offering under General Instruction I.B.6 if it meets the other conditions, including exchange listing, subject to the one-third cap.
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