Series 79 practice questionmediumSEC Registration Statements
To be eligible to use Form S-3 for a primary offering, which of the following conditions must an issuer meet?
- AIssuer must have been a reporting company for at least 12 months and have timely filed all required reports✓ Correct answer
- BThe issuer must have revenue exceeding $1 billion
- CThe issuer must be listed on a foreign exchange
- DThe issuer must have completed at least three prior public offerings
Explanation
Why A — Issuer must have been a reporting company for at least 12 months and have timely filed all required reports
Form S-3 eligibility requires that the issuer has been subject to the reporting requirements of the Securities Exchange Act of 1934 for at least 12 months and has timely filed all required reports during that period. Additionally, for primary offerings, the issuer must meet certain thresholds, such as having a public float of at least $75 million. This shorter form allows incorporation by reference to previously filed Exchange Act reports, significantly reducing the registration burden.
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