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Final Rule: Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3

Final Rule: Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 2025

Final Rule: Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 Preview on Page 1

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The document outlines final rule amendments by the Securities and Exchange Commission (SEC) to the eligibility requirements for primary securities offerings on Forms S-3 and F-3. These amendments allow certain domestic and foreign private issuers to conduct primary offerings without regard to their public float size or debt rating, provided they meet other conditions, including having a class of common equity listed on a national exchange and not exceeding one-third of their public float in offerings over 12 months. The changes aim to enhance access to capital for smaller companies while maintaining investor protections, particularly by excluding shell companies from eligibility. The amendments are effective January 28, 2008.

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What is a Form S-3 rights offering?

SEC Form S-3 is a regulatory filing that provides simplified reporting for issuers of registered securities. An S-3 filing is utilized when a company wishes to raise capital, usually as a secondary offering after an initial public offering has already occurred.

What is the difference between Form S-3 and S 3ASR?

Should I File An S-3 Or An S-3ASR? An S-3ASR can only be filed by a well known seasoned issuer, or WIKSI. There are several requirements to becoming a WIKSI, but the main requirement is that you are a large accelerated filer. To file an S-3, the registrant only needs to be an accelerated filer.

What triggers a Form S-3?

SEC Form S-3 Explained In the 12 months prior to filling out the form, a company must have met all debt and dividend requirements. The SEC Act of 1933 also requires that these forms be filed to ensure that essential facts about the business are disclosed upon the companys registration of securities.

What is a Form S-3 ASR for?

Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.

What is a Form S-3 used for?

What is the difference between a Form S-1 and Form S-3?

Form S-1 long form typically used for IPOs and sometimes for other primary and secondary sales of securities. Form S-3 short form typically used for follow-on offerings and public resales of a companys securities by selling shareholders, and available only if eligibility requirements are met.

What are the benefits of Form S-3?

S-3 registration gives investors the right to demand that a company registers their shares using Form S-3. Form S-3 is a shorter registration form than Form S-1, which is used in an initial stock launch or IPO. Form S-3 can be used by a company one year after an IPO.

What is Form S 3D?

S-3D: Registration statement of securities pursuant to dividend or interest reinvestment plans which become effective automatically upon filing.