Last month the U.S. Securities and Exchange Commission
adopted amendments to its Forms S-3 and F-3 Registration Statements under the Securities Act of 1933 ("Securities Act") to allow their use by certain companies with less than a $75 million public float for primary offerings (that is, offerings by or on behalf of the company) of their securities. Form S-3 and Form F-3 are the "short-form" registration statements used by eligible SEC-reporting domestic companies and foreign private issuers, respectively, to register securities offerings under the Securities Act. Currently, companies with a public float of less than $75 million cannot use these forms to conduct primary offerings of their securities. Under the amendments, SEC reporting companies with a public float of less than $75 million that otherwise meet the requirements to file on Form S-3 or Form F-3 will be able to use these forms to register primary offerings of securities if they (1) have a class of common equity securities listed and registered on a national securities exchange, and (2) do not sell (using the new provisions of the Form) more than the equivalent of one-third of their public float in primary offerings in any 12-month period.
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