Fla. Admin. Code Ann. R. 69W-700.002 - Filing of Prospectus

(1) An applicant for registration of securities must file a related prospectus containing significant information about the issuer and the offering so that the Office of Financial Regulation may ascertain if the proposed offering meets the requirements of Chapter 517, F.S. Such prospectus must be in the hands of a prospective purchaser prior to the consummation of the sale of any securities thereof and every prospectus must carry the following information shown boldly on the outside cover: "THESE SECURITIES HAVE BEEN REGISTERED BY THE STATE OF FLORIDA, OFFICE OF FINANCIAL REGULATION, AS HAVING COMPLIED WITH CHAPTER 517, F.S. THE OFFICE OF FINANCIAL REGULATION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS, AND SUCH REGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OF THE SECURITIES FOR INVESTMENT PURPOSES."

(2) Any prospectus which depicts the United States Securities and Exchange Commission's statement pursuant to a registration statement filed under the Securities Act of 1933, a letter of notification under Regulation A of the Securities Act of 1933 (17 C.F.R. §§ 230.251 through 230.263) or Form U-7, Small Corporate Offering Registration, (Rev. 5-19-2019), will be considered to be in substantial compliance with the requirement of subsection (1), above. Regulation A is incorporated by reference in Rule 69W-200.002, F.A.C., and Form U-7 is hereby incorporated by reference and is available at http://www.flrules.org/Gateway/reference.asp?No=Ref-16509 or from the Office at https://flofr.gov/sitePages/MaterialsDS.htm.

(3) The information required in a prospectus need not follow any definite order. Such information shall not, however, be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading.

(4) All information contained in a prospectus shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth thereunder. Except as to financial statements and other tabular data, all information set forth in a prospectus shall be divided into reasonably short paragraphs or sections.

(5) Every prospectus shall include a reasonably detailed table of contents showing the subject matter of the various sections or subdivisions of the prospectus and the page number on which each such section or subdivision begins.

(6) Except as to financial statements and information required in tabular form, the information set forth in a prospectus may be expressed in condensed or summarized form.

(7) Illustrations and comparative graphs making comparisons with other companies or that incorporate projected data concerning any subject matter may not be used in a prospectus to be filed with any application for registration of securities unless the same are necessary to a full disclosure of material facts enabling an investor to make an informed judgment of the offering.

(a) Graphs or charts used in addition to the textual description, illustrating the dilution of the investor's equity, the difference of the public offering price and price paid by promoters and insiders, the percentage of equity purchased by the public investor and the percentage purchased by the insiders and/or the use of the proceeds from the offering will be acceptable to the Office of Financial Regulation.

(b) Photographic reproductions of principal properties or important products in prospectuses are permissible where they do not create a misleading impression.

(c) Artists, architects or engineers' conceptions or renderings are not permissible since they may be misleading in that there is not assurance of completion of the structure or because of a lack of accuracy in the conception or rendering, but accurate maps or surveys are permissible where they do not create a misleading impression.

(d) Established corporate symbols or trademarks may be used if they do not create misleading impressions.

(8) If a prospectus is complex or lengthy, an understandable and readable summary shall be included in the forepart of the prospectus.

(9) A prospectus which conforms with requirements of the Securities and Exchange Commission or the Federal Deposit Insurance Corporation will be considered to be in substantial compliance with this rule.

(10) The prospectus shall disclose whether the issuer proposes to furnish to the security holders annual reports and whether such reports will contain certified audited or unaudited financial statements. The nature and frequency of other reports to be issued by the registrant shall be disclosed and whether or not such reports shall contain certified audited or unaudited financial statements. The disclosure is not necessary if registrant is required to send annual reports containing financial statements to security holders pursuant to the statutes or regulations administered by the Securities and Exchange Commission or pursuant to a listing agreement with a national securities exchange.

Notes

Fla. Admin. Code Ann. R. 69W-700.002

Rulemaking Authority 517.03(1) FS. Law Implemented 517.081(3) FS.

(Formerly 3E-20.01) New 9-20-82, Formerly 3E-700.02, Amended 10-26-97, Formerly 3E-700.002, Amended 11-22-10, Amended by Florida Register Volume 40, Number 175, September 9, 2014 effective 9/22/2014, Amended by Florida Register Volume 45, Number 221, November 13, 2019 effective 11/25/2019, Amended by Florida Register Volume 50, Number 045, March 5, 2024 effective 3/21/2024, Amended by Florida Register Volume 50, Number 182, September 17, 2024 effective 10/1/2024.

New 9-20-82, Formerly 3E-20.01, 3E-700.02, Amended 10-26-97, Formerly 3E-700.002, Amended 11-22-10, 9-22-14, 11-25-19, 3-21-24.