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← Series 79: Underwriting & New Financing
Series 79 practice questionhardSEC Registration Statements

A company with less than $75 million in public float wishes to file a Form S-3 registration statement. Which of the following requirements must be met?

  1. AThe company must have been public for at least 90 days and have filed at least two annual reports.
  2. B12 months timely SEC reports plus $75 million float, or alternative S-3 criteria✓ Correct answer
  3. CThe company must be listed on a national securities exchange for at least two years.
  4. DOnly well-known seasoned issuers (WKSIs) may use Form S-3.
Explanation

Why B — 12 months timely SEC reports plus $75 million float, or alternative S-3 criteria

Form S-3 eligibility generally requires timely filing for 12 consecutive months and at least $75 million float, but smaller issuers may qualify under alternative criteria. Assuming all issuers can use S-3 or that only WKSIs can is a common error.

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