Series 79 practice questionhardSEC Registration Statements
A company wishes to use Form S-3 for a primary offering. Which of the following would disqualify it from S-3 eligibility?
- AHaving a public float of $100 million
- BBeing current in all 1934 Act filings for 18 months
- CHaving at least one class of securities listed on a national exchange
- DFailing to file all required reports in the 12 months before filing✓ Correct answer
Explanation
Why D — Failing to file all required reports in the 12 months before filing
S-3 eligibility requires timely filing of all periodic reports for the prior 12 months. A public float threshold, exchange listing, and 12-month reporting history are relevant, but failure to file required documents is disqualifying. Many confuse float size with reporting compliance.
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