Under the SEC's 'baby shelf' rule, what limitation applies to smaller reporting companies using Form S-3?
- AThey cannot use shelf registrations at all
- BOne-third of public float in any 12 months✓ Correct answer
- CThey must sell all registered securities within 6 months
- DThey can only register debt securities, not equity
Why B — One-third of public float in any 12 months
The baby shelf rule (General Instruction I.B.6 of Form S-3) limits primary offerings by smaller companies with a public float below $75 million to one-third of their public float in any 12-month period. This restriction prevents small companies from raising amounts that are disproportionate to their size through the expedited shelf process. The limitation is calculated at the time of each takedown, requiring the company to assess its current public float and the amount already sold under the baby shelf during the preceding 12 months.
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