- Form S-3 (and Form F-3 with respect to foreign private issuers) allows a company with less than $75 million in public float to register primary offerings of its securities on Form S-3 or F-3, if the company:
- Meets the general eligibility conditions for the use of Form S-3 or F-3;
- Has a class of common equity securities that is listed and registered on a national securities exchange;
- Has not sold securities valued at more than one-third of its public float in certain primary offerings over the previous 12 calendar months; and
- Is not a shell company and has not been a shell company for at least 12 calendar months.
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