Florida Senate - 2024 CS for SB 532 By the Committee on Banking and Insurance; and Senator Brodeur 597-02149-24 2024532c1 1 A bill to be entitled 2 An act relating to securities; amending s. 517.021, 3 F.S.; revising definitions; defining the terms angel 4 investor group and business entity; amending s. 5 517.051, F.S.; revising the list of securities that 6 are exempt from registration requirements under 7 certain provisions; amending s. 517.061, F.S.; 8 revising the list of transactions that are exempt from 9 registration requirements under certain provisions; 10 amending s. 517.0611, F.S.; revising a short title; 11 revising provisions relating to a certain registration 12 exemption for certain securities transactions; 13 updating the federal laws or regulations with which 14 the offer or sale of securities must be in compliance; 15 revising requirements for issuers relating to the 16 registration exemption; revising requirements for the 17 notice of offering that must be filed by the issuer 18 under certain circumstances; specifying the timeframe 19 within which issuers may amend such notice after any 20 material information contained in the notice becomes 21 inaccurate; authorizing the issuer to engage in 22 general advertising and general solicitation under 23 certain circumstances; specifying requirements for 24 such advertising and solicitation; requiring the 25 issuer to provide a disclosure statement to certain 26 entities and persons within a specified timeframe; 27 revising requirements for such statement; deleting 28 requirements for the escrow agreement; conforming 29 provisions to changes made by the act; revising the 30 amount that may be received for sales of certain 31 securities; providing a limit on securities that may 32 be sold by an issuer to an investor; deleting the 33 requirement that an issuer file and provide a certain 34 annual report; conforming cross-references; revising 35 the duties of intermediaries under certain 36 circumstances; providing obligations of issuers under 37 certain circumstances; providing that certain sales 38 are voidable within a specified timeframe; providing 39 requirements for purchasers notices to issuers to 40 void purchases; deleting provisions relating to funds 41 received from investors; creating s. 517.0612, F.S.; 42 providing a short title; providing applicability; 43 requiring that offers and sales of securities be in 44 accordance with certain federal laws and rules; 45 specifying certain requirements for issuers relating 46 to the registration exemption; specifying a limitation 47 on the amount of cash and other consideration that may 48 be received from sales of certain securities made 49 within a specified timeframe; prohibiting an issuer 50 from accepting more than a specified amount from a 51 single purchaser under certain circumstances; 52 authorizing the issuer to engage in general 53 advertising and general solicitation of the offering 54 under certain circumstances; specifying that a certain 55 prohibition is enforceable under ch. 517, F.S.; 56 requiring that the purchaser receive a disclosure 57 statement within a specified timeframe; specifying the 58 requirements for such statement; requiring certain 59 funds to be deposited into certain bank and depository 60 institutions; prohibiting the issuer from withdrawing 61 any amount of the offering proceeds until the target 62 offering amount has been received; requiring the 63 issuer to file a notice of the offering in a certain 64 format within a specified timeframe; requiring the 65 issuer to file an amended notice within a specified 66 timeframe under certain circumstances; prohibiting 67 agents of issuers from engaging in certain acts under 68 certain circumstances; providing that sales made under 69 the exemption are voidable within a specified 70 timeframe; providing requirements for purchasers 71 notices to issuers to void purchases; creating s. 72 517.0613, F.S.; providing construction; providing that 73 registration exemptions under certain provisions are 74 not available to issuers for certain transactions 75 under specified circumstances; providing registration 76 requirements; creating s. 517.0614, F.S.; specifying 77 criteria for determining integration of offerings for 78 the purpose of registration or qualifying for a 79 registration exemption; specifying certain 80 requirements for the integration of offerings for an 81 exempt offering for which general solicitation is 82 prohibited; specifying certain requirements for the 83 integration of offerings for two or more exempt 84 offerings that allow general solicitation; specifying 85 the circumstances under which integration analysis is 86 not required; creating s. 517.0615, F.S.; specifying 87 that certain communications are not deemed to 88 constitute general solicitation or general advertising 89 under specified circumstances; creating s. 517.0616, 90 F.S.; providing that registration exemptions under 91 certain provisions are not available to certain 92 issuers under a specified circumstance; amending s. 93 517.081, F.S.; revising the duties and authority of 94 the Financial Services Commission; authorizing the 95 commission to establish certain criteria relating to 96 the issuance of certain securities, trusts, and 97 investments; authorizing the commission to prescribe 98 certain forms and establish procedures for depositing 99 fees and filing documents and requirements and 100 standards relating to prospectuses, advertisements, 101 and other sales literature; revising the list of 102 issuers that are ineligible to submit simplified 103 offering circulars; deleting provisions that require 104 issuers to provide certain documents to the Office of 105 Financial Regulation under certain circumstances; 106 revising the requirements that must be met before the 107 office must record the registration of a security; 108 amending s. 517.101, F.S.; revising requirements for 109 written consent to service in certain suits, 110 proceedings, and actions; amending s. 517.131, F.S.; 111 defining the term final judgment; specifying the 112 purpose of the Securities Guaranty Fund; making 113 technical changes; revising eligibility for payment 114 from the fund; requiring eligible persons or receivers 115 seeking payment from the fund to file a certain 116 application with the office on a certain form; 117 authorizing the commission to adopt rules regarding 118 electronic filing of such application; specifying the 119 timeframe within which certain eligible persons or 120 receivers must file such application; providing 121 requirements for such applications; requiring the 122 office to approve applications for payment under 123 certain circumstances and to provide applicants with 124 certain notices within a specified timeframe; 125 requiring eligible persons or receivers to assign to 126 the office all rights, titles, and interests in final 127 judgments and orders of restitution equal to a 128 specified amount under certain circumstances; 129 requiring the office to deem an application for 130 payment abandoned under certain circumstances; 131 requiring that the time period to complete 132 applications be tolled under certain circumstances; 133 deleting provisions relating to specified notices to 134 the office and to rulemaking authority; amending s. 135 517.141, F.S.; defining terms; revising the Securities 136 Guaranty Fund disbursement amounts to which eligible 137 persons are entitled; revising provisions regarding 138 payment of aggregate claims; providing for the 139 satisfaction of claims in the event of an insufficient 140 balance in the fund; requiring payments and 141 disbursements from the Securities Guaranty Fund to be 142 made by the Chief Financial Officer or his or her 143 authorized designee, upon authorization by the office; 144 requiring such authorization to be submitted within a 145 certain timeframe; deleting provisions regarding 146 requirements for payment of claims; conforming 147 provisions to changes made by the act; specifying the 148 circumstances under which a claimant must reimburse 149 the fund for payments received from the fund; 150 providing penalties; authorizing the Department of 151 Financial Services, rather than the office, to 152 institute legal proceedings for certain compliance 153 enforcement and to recover certain interests, costs, 154 and fees; amending s. 517.191, F.S.; deleting an 155 obsolete term; revising the civil penalty amounts for 156 certain violations; authorizing the office to recover 157 certain costs and attorney fees; requiring that moneys 158 recovered be deposited in a specified trust fund; 159 specifying the liability of control persons; providing 160 an exception; specifying circumstances under which 161 certain persons are deemed to have violated ch. 517, 162 F.S.; authorizing the office to issue and serve cease 163 and desist orders and emergency cease and desist 164 orders under certain circumstances; authorizing the 165 office to impose and collect administrative fines for 166 certain violations; specifying the disposition of such 167 fines; authorizing the office to bar applications or 168 notifications for licenses and registrations under 169 certain circumstances; conforming cross-references; 170 providing construction; specifying jurisdiction of the 171 courts relating to the sale or offer of certain 172 securities; making technical changes; amending s. 173 517.211, F.S.; providing for joint and several 174 liability of control persons in certain circumstances 175 for the purposes of specified actions; specifying the 176 date on which certain interest begins accruing in an 177 action for rescission; providing construction; 178 specifying that certain civil remedies extend to 179 purchasers or sellers of securities; making technical 180 changes; repealing s. 517.221, F.S., relating to cease 181 and desist orders; repealing s. 517.241, F.S., 182 relating to remedies; amending s. 517.301, F.S.; 183 revising the circumstances under which certain 184 activities are considered unlawful and violations of 185 law; conforming provisions to changes made by the act; 186 revising the definition of the term investment; 187 specifying that certain misrepresentations by persons 188 issuing or selling securities are unlawful; specifying 189 that certain misrepresentations by persons registered 190 or required to be registered under certain provisions 191 or subject to certain requirements are unlawful; 192 specifying that obtaining money or property in 193 connection with the offer or sale of an investment is 194 unlawful under certain conditions; providing 195 construction; requiring disclaimers for certain 196 statements; making technical changes; repealing s. 197 517.311, F.S., relating to false representations, 198 deceptive words, and enforcement; repealing s. 199 517.312, F.S., relating to securities, investments, 200 and boiler rooms, prohibited practices, and remedies; 201 amending ss. 517.072 and 517.12, F.S.; conforming 202 cross-references and making technical changes; 203 amending ss. 517.1201 and 517.1202, F.S.; conforming 204 cross-references; amending s. 517.302, F.S.; 205 conforming a provision to changes made by the act and 206 making a technical change; providing an effective 207 date. 208 209 Be It Enacted by the Legislature of the State of Florida: 210 211 Section 1.Present subsections (3), (4), and (5) and 212 subsections (6) through (25) of section 517.021, Florida 213 Statutes, are redesignated as subsections (4), (5), and (6) and 214 subsections (8) through (27), respectively, new subsections (3) 215 and (7) are added to that section, and subsection (1) and 216 present subsections (4), (8), (9), and (14) of that section are 217 amended, to read: 218 517.021Definitions.When used in this chapter, unless the 219 context otherwise indicates, the following terms have the 220 following respective meanings: 221 (1)Accredited investor shall be defined by rule of the 222 commission in accordance with Securities and Exchange Commission 223 Rule 501, 17 C.F.R. s. 230.501, as amended. 224 (3)Angel investor group means a group of accredited 225 investors who hold regular meetings and have defined processes 226 and procedures for making investment decisions, individually or 227 among the membership of the group, and who are not associated 228 persons, affiliates, or agents of a dealer or investment 229 adviser. 230 (5)(4)Boiler room means an enterprise in which two or 231 more persons in a common scheme or enterprise solicit potential 232 investors through telephone calls, e-mail, text messages, social 233 media, chat rooms, or other electronic means engage in telephone 234 communications with members of the public using two or more 235 telephones at one location, or at more than one location in a 236 common scheme or enterprise. 237 (7)Business entity means any corporation, partnership, 238 limited partnership, limited liability company, proprietorship, 239 firm, enterprise, franchise, association, self-employed 240 individual, or trust, which may or may not be fictitiously 241 named, doing business in this state. 242 (10)(a)(8)Dealer includes, unless otherwise specified, a 243 person, other than an associated person of a dealer, that 244 engages, for all or part of the persons time, directly or 245 indirectly, as agent or principal in the business of offering, 246 buying, selling, or otherwise dealing or trading in securities 247 issued by another person. 248 (b)The term dealer does not include any of the 249 following: 250 1.(a)A licensed practicing attorney who renders or 251 performs any such services in connection with the regular 252 practice of the attorneys profession. 253 2.(b)A bank authorized to do business in this state, 254 except nonbank subsidiaries of a bank. 255 3.(c)A trust company having trust powers that it is 256 authorized to exercise in this state, which renders or performs 257 services in a fiduciary capacity incidental to the exercise of 258 its trust powers. 259 4.(d)A wholesaler selling exclusively to dealers. 260 5.(e)A person buying and selling for the persons own 261 account exclusively through a registered dealer or stock 262 exchange. 263 6.(f)An issuer. 264 7.(g)A natural person representing an issuer in the 265 purchase, sale, or distribution of the issuers own securities 266 if such person: 267 a.1.Is an officer, a director, a limited liability company 268 manager or managing member, or a bona fide employee of the 269 issuer; 270 b.2.Has not participated in the distribution or sale of 271 securities for any issuer for which such person was, within the 272 preceding 12 months, an officer, a director, a limited liability 273 company manager or managing member, or a bona fide employee; 274 c.3.Primarily performs, or is intended to perform at the 275 end of the distribution, substantial duties for, or on behalf 276 of, the issuer other than in connection with transactions in 277 securities; and 278 d.4.Does not receive a commission, compensation, or other 279 consideration for the completed sale of the issuers securities 280 apart from the compensation received for regular duties to the 281 issuer. 282 (11)(9)Federal covered adviser means a person that is 283 registered or required to be registered under s. 203 of the 284 Investment Advisers Act of 1940, as amended. The term does not 285 include any person that is excluded from the definition of 286 investment adviser under subparagraphs (16)(b)1.-7. and 9 287 (14)(b)1.-8. 288 (16)(a)(14)(a)Investment adviser means a person, other 289 than an associated person of an investment adviser or a federal 290 covered adviser, that receives compensation, directly or 291 indirectly, and engages for all or part of the persons time, 292 directly or indirectly, or through publications or writings, in 293 the business of advising others as to the value of securities or 294 as to the advisability of investments in, purchasing of, or 295 selling of securities. 296 (b)The term does not include any of the following: 297 1.A dealer or an associated person of a dealer whose 298 performance of services in paragraph (a) is solely incidental to 299 the conduct of the dealers or associated persons business as a 300 dealer and who does not receive special compensation for those 301 services. 302 2.A licensed practicing attorney or certified public 303 accountant whose performance of such services is solely 304 incidental to the practice of the attorneys or accountants 305 profession. 306 3.A bank authorized to do business in this state. 307 4.A bank holding company as defined in the Bank Holding 308 Company Act of 1956, as amended, authorized to do business in 309 this state. 310 5.A trust company having trust powers, as defined in s. 311 658.12, which it is authorized to exercise in this state, which 312 trust company renders or performs investment advisory services 313 in a fiduciary capacity incidental to the exercise of its trust 314 powers. 315 6.A person that renders investment advice exclusively to 316 insurance or investment companies. 317 7.A person that, during the preceding 12 months, has fewer 318 than six clients who are residents of this state. As used in 319 this subparagraph, the term client has the same meaning as 320 provided in Securities and Exchange Commission Rule 275.222-2, 321 17 C.F.R. s. 275.222-2, as amended does not hold itself out to 322 the general public as an investment adviser and has no more than 323 15 clients within 12 consecutive months in this state. 324 8.A person whose transactions in this state are limited to 325 those transactions described in s. 222(d) of the Investment 326 Advisers Act of 1940, as amended. Those clients listed in 327 subparagraph 6. may not be included when determining the number 328 of clients of an investment adviser for purposes of s. 222(d) of 329 the Investment Advisers Act of 1940, as amended. 330 9.A federal covered adviser. 331 9.The United States, a state, or any political subdivision 332 of a state, or any agency, authority, or instrumentality of any 333 such entity; a business entity that is wholly owned directly or 334 indirectly by such a governmental entity; or any officer, agent, 335 or employee of any such governmental or business entity who is 336 acting within the scope of his or her official duties. 337 Section 2.Present subsections (9) and (10) of section 338 517.051, Florida Statutes, are redesignated as subsections (10) 339 and (11), respectively, and amended, a new subsection (9) is 340 added to that section, and subsections (1), (3), (4), and (8) of 341 that section are amended, to read: 342 517.051Exempt securities.The exemptions provided herein 343 from the registration requirements of s. 517.07 are self 344 executing and do not require any filing with the office prior to 345 claiming such exemption. Any person who claims entitlement to 346 any of these exemptions bears the burden of proving such 347 entitlement in any proceeding brought under this chapter. The 348 registration provisions of s. 517.07 do not apply to any of the 349 following securities: 350 (1)A security issued or guaranteed by the United States or 351 any territory or insular possession of the United States, by the 352 District of Columbia, or by any state of the United States or by 353 any political subdivision or agency or other instrumentality 354 thereof.; provided that 355 (a)Except as provided in paragraph (b), a no person may 356 not shall directly or indirectly offer or sell securities, other 357 than general obligation bonds, described under this subsection 358 if the issuer or guarantor is in default or has been in default 359 any time after December 31, 1975, as to principal or interest: 360 1.(a)With respect to an obligation issued by the issuer or 361 successor of the issuer; or 362 2.(b)With respect to an obligation guaranteed by the 363 guarantor or successor of the guarantor, 364 365 except by an offering circular containing a full and fair 366 disclosure as prescribed by rule of the commission. 367 (b)Paragraph (a) does not apply to a security that is an 368 industrial or commercial development bond unless payments are 369 made or unconditionally guaranteed by a person whose securities 370 are exempt from registration under s. 18(b)(1) of the Securities 371 Act of 1933, as amended. 372 (3)A security issued by and which represents or will 373 represent an interest in or a direct obligation of or be 374 guaranteed by any of the following: 375 (a)An international bank of which the United States is a 376 member. 377 (b)A bank organized under the laws of the United States. 378 (c)A member bank of the Federal Reserve System. 379 (d)A depository institution, when a substantial portion of 380 its business consists of or will consist of receiving deposits 381 or share accounts that are insured to the maximum amount 382 authorized by statute by the Federal Deposit Insurance 383 Corporation or the National Credit Union Share Insurance Fund or 384 guaranteed by: 385 (a)A national bank, a federally chartered savings and loan 386 association, or a federally chartered savings bank, or the 387 initial subscription for equity securities in such national 388 bank, federally chartered savings and loan association, or 389 federally chartered savings bank; 390 (b)Any federal land bank, joint-stock land bank, or 391 national farm loan association under the provisions of the 392 Federal Farm Loan Act of July 17, 1916; 393 (c)An international bank of which the United States is a 394 member; or 395 (d)A corporation created and acting as an instrumentality 396 of the government of the United States. 397 (4)A security issued or guaranteed, as to principal, 398 interest, or dividend, by a business entity corporation owning 399 or operating a railroad, another common carrier, or any other 400 public service utility; provided that such business entity 401 corporation is subject to regulation or supervision whether as 402 to its rates and charges or as to the issue of its own 403 securities by a public commission, board, or officer of the 404 government of the United States, of any state, territory, or 405 insular possession of the United States, of any municipality 406 located therein, of the District of Columbia, or of the Dominion 407 of Canada or of any province thereof; also equipment securities 408 based on chattel mortgages, leases, or agreements for 409 conditional sale of cars, motive power, or other rolling stock 410 mortgaged, leased, or sold to or furnished for the use of or 411 upon such railroad or other public service utility corporation 412 or where the ownership or title of such equipment is pledged or 413 retained in accordance with the provisions of the laws of the 414 United States or of any state or of the Dominion of Canada to 415 secure the payment of such equipment securities; and also bonds, 416 notes, or other evidences of indebtedness issued by a holding 417 corporation and secured by collateral consisting of any 418 securities hereinabove described; provided, further, that the 419 collateral securities equal in fair value at least 125 percent 420 of the par value of the bonds, notes, or other evidences of 421 indebtedness so secured. 422 (8)Shares or other equity interests of a business entity 423 which represent ownership or entitle the holders of such shares 424 or other equity interests to possession and occupancy of 425 specific apartment units in property owned by such business 426 entity and organized and operated on a cooperative basis, solely 427 for residential purposes A note, draft, bill of exchange, or 428 bankers acceptance having a unit amount of $25,000 or more 429 which arises out of a current transaction, or the proceeds of 430 which have been or are to be used for current transactions, and 431 which has a maturity period at the time of issuance not 432 exceeding 9 months exclusive of days of grace, or any renewal 433 thereof which has a maturity period likewise limited. This 434 subsection applies only to prime quality negotiable commercial 435 paper of a type not ordinarily purchased by the general public; 436 that is, paper issued to facilitate well-recognized types of 437 current operational business requirements and of a type eligible 438 for discounting by Federal Reserve banks. 439 (9)A members or owners interest in, or a retention 440 certificate or like security given in lieu of a cash patronage 441 dividend issued by, a not-for-profit membership entity operated 442 either as a cooperative under the cooperative laws of a state or 443 in accordance with the cooperative provisions of subchapter T of 444 chapter 1 of subtitle A of the United States Internal Revenue 445 Code, as amended, but not a members or owners interest, 446 retention certificate, or like security sold or transferred to a 447 person other than: 448 (a)A bona fide member of the not-for-profit membership 449 entity; or 450 (b)A person who becomes a bona fide member of the not-for 451 profit membership entity at the time of or in connection with 452 the sale or transfer. 453 (10)(9)A security issued by a business entity corporation 454 organized and operated exclusively for religious, educational, 455 benevolent, fraternal, charitable, or reformatory purposes and 456 not for pecuniary profit, no part of the net earnings of which 457 corporation inures to the benefit of any private stockholder or 458 individual, or any security of a fund that is excluded from the 459 definition of an investment company under s. 3(c)(10)(B) of the 460 Investment Company Act of 1940, as amended; provided that a no 461 person may not shall directly or indirectly offer or sell 462 securities under this subsection except by an offering circular 463 containing full and fair disclosure, as prescribed by the rules 464 of the commission, of all material information, including, but 465 not limited to, a description of the securities offered and 466 terms of the offering, a description of the nature of the 467 issuers business, a statement of the purpose of the offering 468 and the intended application by the issuer of the proceeds 469 thereof, and financial statements of the issuer prepared in 470 conformance with United States generally accepted accounting 471 principles. Section 6(c) of the Philanthropy Protection Act of 472 1995, Pub. L. No. 104-62, does shall not preempt any provision 473 of this chapter. 474 (11)(10)Any insurance or endowment policy or annuity 475 contract or optional annuity contract or self-insurance 476 agreement issued by a business entity corporation, insurance 477 company, reciprocal insurer, or risk retention group subject to 478 the supervision of the insurance regulator or bank regulator, or 479 any agency or officer performing like functions, of any state or 480 territory of the United States or the District of Columbia. 481 Section 3.Section 517.061, Florida Statutes, is amended to 482 read: 483 (Substantial rewording of section. See 484 s. 517.061, F.S., for present text.) 485 517.061Exempt transactions.Except as otherwise provided 486 in subsection (11), the exemptions provided herein from the 487 registration requirements of s. 517.07 are self-executing and do 488 not require any filing with the office before being claimed. Any 489 person who claims entitlement to an exemption under this section 490 bears the burden of proving such entitlement in any proceeding 491 brought under this chapter. The registration provisions of s. 492 517.07 do not apply to any of the following transactions; 493 however, such transactions are subject to s. 517.301: 494 (1)(a)Any judicial sale or any sale by an executor, an 495 administrator, a guardian, or a conservator; any sale by a 496 receiver or trustee in insolvency or bankruptcy; any sale by an 497 assignee as defined in s. 727.103 with respect to an assignment 498 as defined in that section; or any transaction incident to a 499 judicially approved reorganization in which a security is issued 500 in exchange for one or more outstanding securities, claims, or 501 property interests. 502 (b)Except for a security exchanged in a case brought under 503 Title 11 of the United States Code, a security that is issued in 504 exchange for one or more bona fide outstanding securities, 505 claims, or property interests, or partly in such exchange and 506 partly for cash, if the terms and conditions of such issuance 507 and exchange are approved: 508 1.By a court, an official or agency of the United States, 509 a banking or insurance commission of a state or territory of the 510 United States, or another governmental authority expressly 511 authorized by law to grant such approval. 512 2.After a hearing upon the fairness of such terms and 513 conditions and at which all persons to whom issuance of 514 securities in such exchange is proposed have the right to 515 appear. 516 (2)The issuance of notes or bonds in connection with the 517 acquisition of real property or renewals thereof, if such notes 518 or bonds are issued to the sellers of, and are secured by all or 519 part of, the real property so acquired. 520 (3)A transaction involving a stock dividend or equivalent 521 equity distribution, regardless of whether the business entity 522 distributing the dividend or equivalent equity distribution is 523 the issuer, if nothing of value is given by stockholders or 524 other equity holders for the dividend or equivalent equity 525 distribution other than the surrender of a right to a cash or 526 property dividend in the event that each stockholder or other 527 equity holder may elect to take the dividend or equivalent 528 equity distribution in cash, property, or stock. 529 (4)A transaction under an offer to existing security 530 holders of the issuer, including persons that at the date of the 531 transaction are holders of convertible securities, options, or 532 warrants, if a commission or other remuneration is not paid or 533 given, directly or indirectly, for soliciting a security holder 534 in this state. 535 (5)The issuance of securities to such equity security 536 holders or creditors of a business entity in the process of a 537 reorganization of such business entity, made in good faith and 538 not for the purpose of evading this chapter, either in exchange 539 for the securities of such equity security holders or claims of 540 such creditors or partly for cash and partly in exchange for the 541 securities or claims of such equity security holders or 542 creditors. 543 (6)A transaction involving the distribution of the 544 securities of an issuer to the security holders of another 545 person in connection with a merger, consolidation, exchange of 546 securities, sale of assets, or other reorganization to which the 547 issuer, or the issuers parent or subsidiary, and the other 548 person, or the persons parent or subsidiary, are parties. 549 (7)The offer or sale of securities, solely in connection 550 with the transfer of ownership of an eligible privately held 551 company, through a merger and acquisition broker in accordance 552 with s. 517.12(21). 553 (8)The offer or sale of securities under a bona fide 554 employee stock purchase, savings, option, profit-sharing, 555 pension, or similar employee benefit plan, including any 556 securities, plan interests, and guarantees issued under a 557 compensatory benefit plan or compensation contract, contained in 558 a record, established by the issuer, its parents, its majority 559 owned subsidiaries, or the majority-owned subsidiaries of the 560 issuers parent for the participation of their employees. This 561 includes offers or sales of such securities to all of the 562 following persons: 563 (a)Directors, managers, managing members, general 564 partners, officers, consultants, and advisors. 565 (b)If the issuer is a business trust, trustees and former 566 trustees. 567 (c)Family members who acquire such securities from persons 568 described in this section through gifts or domestic relations 569 orders. 570 (d)Former employees, directors, managers, managing 571 members, general partners, officers, consultants, and advisors, 572 if those individuals were employed by or providing services to 573 the issuer when the securities were offered. 574 (e)Insurance agents who are exclusive insurance agents of 575 the issuer, or of the issuers parents or subsidiaries, or who 576 derive more than 50 percent of their annual income from such 577 persons. 578 (9)The offer or sale of securities to a bank, trust 579 company, savings institution, insurance company, dealer, 580 investment company as defined in the Investment Company Act of 581 1940, 15 U.S.C. s. 80a-3, as amended, pension or profit-sharing 582 trust, or qualified institutional buyer, whether any of such 583 entities is acting in its individual or fiduciary capacity. 584 (10)(a)The offer or sale, by or on behalf of an issuer, of 585 its own securities if the offer or sale is part of an offering 586 made in accordance with all of the following conditions: 587 1.There are no more than 35 purchasers, or the issuer 588 reasonably believes that there are no more than 35 purchasers, 589 of the securities of the issuer in this state during an offering 590 made in reliance upon this subsection or, if such offering 591 continues for a period in excess of 12 months, in any 592 consecutive 12-month period. 593 2.Neither the issuer nor any person acting on behalf of 594 the issuer offers or sells securities pursuant to this 595 subsection by means of any form of general solicitation or 596 general advertising in this state. 597 3.Before the sale, each purchaser or the purchasers 598 representative, if any, is provided with, or given reasonable 599 access to, full and fair disclosure of all material information, 600 which must include written notification of a purchasers right 601 to void the sale under subparagraph 4. 602 4.Any sale made pursuant to this subsection is voidable by 603 the purchaser within 3 days after the first tender of 604 consideration is made by such purchaser to the issuer by 605 notifying the issuer that the purchaser expressly voids the 606 purchase. The purchasers notice to the issuer must be sent by 607 e-mail to the issuers e-mail address set forth in the 608 disclosure document provided to the purchaser or purchasers 609 representative or by hand delivery, courier service, or other 610 method by which written proof of delivery to the issuer of the 611 purchasers election to rescind the purchase is evidenced. 612 (b)The following purchasers are excluded from the 613 calculation of the number of purchasers under subparagraph 614 (a)1.: 615 1.Any spouse or child of the purchaser or any related 616 family member who has the same principal residence as such 617 purchaser. 618 2.A trust or estate in which a purchaser, any of the 619 persons related to such purchaser specified in subparagraph 1., 620 and any business entity specified in subparagraph 3. 621 collectively have more than 50 percent of the beneficial 622 interest, excluding any contingent interest. 623 3.A business entity in which a purchaser, any of the 624 persons related to such purchaser specified in subparagraph 1., 625 and any trust or estate specified in subparagraph 2. 626 collectively are beneficial owners of more than 50 percent of 627 the equity securities or equity interest. 628 4.An accredited investor. 629 630 A business entity must be counted as one purchaser. However, if 631 the business entity is organized for the specific purpose of 632 acquiring the securities offered and is not an accredited 633 investor, each beneficial owner of equity securities or equity 634 interests in the business entity must be counted as a separate 635 purchaser. A noncontributory employee benefit plan within the 636 meaning of Title I of the Employee Retirement Income Security 637 Act of 1974 must be counted as one purchaser if the trustee 638 makes all investment decisions for the plan. 639 (11)Offers or sales of securities by an issuer in a 640 transaction that meets all of the following conditions: 641 (a)The offers or sales of securities are made only to 642 persons who are, or who the issuer reasonably believes are, 643 accredited investors. 644 (b)The issuer is not a business entity that has an 645 undefined business operation, lacks a business plan, lacks a 646 stated investment goal for the funds being raised, or plans to 647 engage in a merger or acquisition with an unspecified business 648 entity. 649 (c)The issuer reasonably believes that all purchasers are 650 purchasing for investment and not with the view to or for sale 651 in connection with a distribution of the security. Any resale of 652 a security sold in reliance on this exemption within 12 months 653 after sale is presumed to be with a view to distribution and not 654 for investment, except a resale pursuant to a registration 655 statement effective under this chapter or pursuant to an 656 exemption available under this chapter, the Securities Act of 657 1933, as amended, or the rules and regulations adopted 658 thereunder. 659 (d)1.A general announcement of the proposed offering, made 660 by any means, includes only the following information: 661 a.The name, address, and telephone number of the issuer of 662 the securities. 663 b.The name, a brief description, and price, if known, of 664 any security to be issued. 665 c.A brief description of the business. 666 d.The type, number, and aggregate amount of securities 667 being offered. 668 e.The name, address, and telephone number of the person to 669 contact for additional information. 670 f.A statement that: 671 (I)Sales will be made only to accredited investors; 672 (II)Money or other consideration is not being solicited 673 and will not be accepted by way of this general announcement; 674 and 675 (III)The securities have not been registered with or 676 approved by any state securities agency or the Securities and 677 Exchange Commission and are being offered and sold pursuant to 678 an exemption from registration. 679 2.The issuer, in connection with an offer, may provide 680 information in addition to the information provided in the 681 general announcement as specified in subparagraph 1. if such 682 information is delivered: 683 a.Through an electronic database that is restricted to 684 persons who have been prequalified as accredited investors; or 685 b.After the issuer reasonably believes that the 686 prospective purchaser is an accredited investor. 687 (e)The issuer does not use telephone solicitation unless, 688 before placing the call, the issuer reasonably believes that the 689 prospective purchaser to be solicited is an accredited investor. 690 (f)The issuer files with the office a notice of 691 transaction, a consent to service of process, and a copy of the 692 general announcement within 15 days after the first sale is made 693 in this state. The commission may adopt by rule procedures for 694 filing documents by electronic means. 695 (g)Dissemination of the general announcement of the 696 proposed offering to persons who are not accredited investors 697 does not disqualify the issuer from claiming the exemption under 698 this subsection. 699 (12)The isolated sale or offer for sale of securities when 700 made by or on behalf of a bona fide owner, not the issuer or 701 underwriter, of the securities, who disposes of such securities 702 for the owners own account, and such sale is not made directly 703 or indirectly for the benefit of the issuer or an underwriter of 704 such securities or for the direct or indirect promotion of any 705 scheme or enterprise with the intent of violating or evading 706 this chapter. For purposes of this subsection, isolated offers 707 or sales include, but are not limited to, an isolated offer or 708 sale made by or on behalf of a bona fide owner, rather than the 709 issuer or underwriter, of the securities if: 710 (a)The offer or sale of securities is in a transaction 711 satisfying all of the conditions specified in paragraphs (10)(a) 712 and (b); or 713 (b)The offer or sale of securities is in a transaction 714 exempt under s. 4(a)(1) of the Securities Act of 1933, as 715 amended, or under Securities and Exchange Commission rules or 716 regulations. 717 (13)By or for the account of a pledgeholder, a secured 718 party as defined in s. 679.1021(1)(ttt), or a mortgagee selling 719 or offering for sale or delivery in the ordinary course of 720 business and not for the purposes of avoiding the provisions of 721 this chapter, to liquidate a bona fide debt, a security pledged 722 in good faith as security for such debt. 723 (14)An unsolicited purchase or sale of securities on order 724 of, and as the agent for, another solely and exclusively by a 725 dealer registered pursuant to s. 517.12; provided that this 726 exemption applies solely and exclusively to such registered 727 dealers and does not authorize or permit the purchase or sale of 728 securities at the direction of, and as agent for, another by any 729 person other than a dealer so registered; and provided further 730 that such purchase or sale may not be directly or indirectly for 731 the benefit of the issuer or an underwriter of such securities 732 or for the direct or indirect promotion of any scheme or 733 enterprise with the intent of violating or evading this chapter. 734 (15)A nonissuer transaction with a federal covered adviser 735 with investments under management in excess of $100 million 736 acting in the exercise of discretionary authority in a signed 737 record for the account of others. 738 (16)The sale by or through a registered dealer of any 739 securities option if, at the time of the sale of the option: 740 (a)The performance of the terms of the option is 741 guaranteed by any dealer registered under the Securities 742 Exchange Act of 1934, as amended, which guaranty and dealer are 743 in compliance with such requirements or rules as may be approved 744 or adopted by the commission; or 745 (b)1.Such options transactions are cleared by the Options 746 Clearing Corporation or any other clearinghouse recognized by 747 commission rule; 748 2.The option is not sold by or for the benefit of the 749 issuer of the underlying security; and 750 3.The underlying security may be purchased or sold on a 751 recognized securities exchange registered under the Securities 752 Exchange Act of 1934, as amended. 753 (17)(a)The offer or sale of securities, as agent or 754 principal, by a dealer registered pursuant to s. 517.12, when 755 such securities are offered or sold at a price reasonably 756 related to the current market price of such securities, provided 757 that such securities are: 758 1.Securities of an issuer for which reports are required 759 to be filed by s. 13 or s. 15(d) of the Securities Exchange Act 760 of 1934, as amended; 761 2.Securities of a company registered under the Investment 762 Company Act of 1940, as amended; 763 3.Securities of an insurance company, as that term is 764 defined in s. 2(a)(17) of the Investment Company Act of 1940, as 765 amended; or 766 4.Securities, other than any security that is a federal 767 covered security and is not subject to any registration or 768 filing requirements under this chapter, that have been listed or 769 approved for listing upon notice of issuance by a securities 770 exchange registered under the Securities Exchange Act of 1934, 771 as amended; and all securities senior to any securities so 772 listed or approved for listing upon notice of issuance, or 773 represented by subscription rights which have been so listed or 774 approved for listing upon notice of issuance, or evidences of 775 indebtedness guaranteed by an issuer with a class of securities 776 listed or approved for listing upon notice of issuance by such 777 securities exchange, such securities to be exempt only so long 778 as such listings or approvals remain in effect. The exemption 779 provided in this subparagraph does not apply when the securities 780 are suspended from listing approval for listing or trading. 781 (b)The exemption provided in this subsection does not 782 apply if the sale is made for the direct or indirect benefit of 783 an issuer or a control person of such issuer or if such 784 securities constitute the whole or part of an unsold allotment 785 to, or subscription or participation by, a dealer as an 786 underwriter of such securities. 787 (c)The exemption provided in this subsection is not 788 available for any securities that have been denied registration 789 pursuant to s. 517.111. Additionally, the office may deny this 790 exemption with reference to any particular security, other than 791 a federal covered security, by order published in such manner as 792 the office finds proper. 793 (18)Any nonissuer transaction by a registered dealer, and 794 any resale transaction by a sponsor of a unit investment trust 795 registered under the Investment Company Act of 1940, as amended, 796 in a security of a class that has been outstanding in the hands 797 of the public for at least 90 days; provided that, at the time 798 of the transaction, the following conditions in paragraphs (a), 799 (b), and (c) and either paragraph (d) or (e) are met: 800 (a)The issuer of the security is actually engaged in 801 business and is not in the organizational stage or in bankruptcy 802 or receivership and is not a blank check, blind pool, or shell 803 company whose primary plan of business is to engage in a merger 804 or combination of the business with, or an acquisition of, an 805 unidentified person. 806 (b)The security is sold at a price reasonably related to 807 the current market price of the security. 808 (c)The security does not constitute the whole or part of 809 an unsold allotment to, or a subscription or participation by, 810 the dealer as an underwriter of the security. 811 (d)The security is listed in a nationally recognized 812 securities manual designated by rule of the commission or a 813 document filed with and publicly viewable through the Securities 814 and Exchange Commission electronic data gathering and retrieval 815 system and contains: 816 1.A description of the business and operations of the 817 issuer; 818 2.The names of the issuers officers and directors, if 819 any, or, in the case of an issuer not domiciled in the United 820 States, the corporate equivalents of such persons in the 821 issuers country of domicile; 822 3.An audited balance sheet of the issuer as of a date 823 within 18 months before such transaction or, in the case of a 824 reorganization or merger in which parties to the reorganization 825 or merger had such audited balance sheet, a pro forma balance 826 sheet; and 827 4.An audited income statement for each of the issuers 828 immediately preceding 2 fiscal years, or for the period of 829 existence of the issuer, if in existence for less than 2 years 830 or, in the case of a reorganization or merger in which the 831 parties to the reorganization or merger had such audited income 832 statement, a pro forma income statement. 833 (e)1.The issuer of the security has a class of equity 834 securities listed on a national securities exchange registered 835 under the Securities Exchange Act of 1934, as amended; 836 2.The class of security is quoted, offered, purchased, or 837 sold through an alternative trading system registered under 838 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 839 242.301, as amended, and the issuer of the security has made 840 current information publicly available in accordance with 841 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s. 842 240.15c2-11, as amended; 843 3.The issuer of the security is a unit investment trust 844 registered under the Investment Company Act of 1940, as amended; 845 4.The issuer of the security has been engaged in 846 continuous business, including predecessors, for at least 3 847 years; or 848 5.The issuer of the security has total assets of at least 849 $2 million based on an audited balance sheet as of a date within 850 18 months before such transaction or, in the case of a 851 reorganization or merger in which parties to the reorganization 852 or merger had such audited balance sheet, a pro forma balance 853 sheet. 854 (19)The offer or sale of any security effected by or 855 through a person in compliance with s. 517.12(16). 856 (20)A nonissuer transaction in an outstanding security by 857 or through a dealer registered or exempt from registration under 858 this chapter, if all of the following are true: 859 (a)The issuer is a reporting issuer in a foreign 860 jurisdiction designated by this subsection or by commission 861 rule, and the issuer has been subject to continuous reporting 862 requirements in such foreign jurisdiction for not less than 180 863 days before the transaction. 864 (b)The security is listed on the securities exchange 865 designated by this subsection or by commission rule, is a 866 security of the same issuer which is of senior or substantially 867 equal rank to the listed security, or is a warrant or right to 868 purchase or subscribe to any such security. 869 870 For purposes of this subsection, Canada, together with its 871 provinces and territories, is designated as a foreign 872 jurisdiction, and The Toronto Stock Exchange, Inc., is 873 designated as a securities exchange. If, after an administrative 874 hearing in compliance with ss. 120.569 and 120.57, the office 875 finds that revocation is necessary or appropriate in furtherance 876 of the public interest and for the protection of investors, it 877 may revoke the designation of a securities exchange under this 878 subsection. 879 (21)Other transactions exempted by commission rule upon a 880 finding by the office that the application of s. 517.07 to a 881 particular transaction is not necessary or appropriate in 882 furtherance of the public interest and for the protection of 883 investors due to the small dollar amount of the securities 884 involved or the limited character of the offering. In 885 conjunction with its adoption by rule of such exemptions, the 886 commission may exempt persons selling or offering for sale 887 securities in such a transaction from the registration 888 requirements of s. 517.12. A rule adopted by the commission 889 under this subsection may not have the effect of narrowing or 890 limiting any exemption specified in this section. 891 Section 4.Section 517.0611, Florida Statutes, is amended 892 to read: 893 517.0611The Florida Limited Offering Exemption Intrastate 894 crowdfunding. 895 (1)This section may be cited as the The Florida Limited 896 Offering Intrastate Crowdfunding Exemption. 897 (2)The registration provisions of s. 517.07 do not apply 898 to a securities transaction conducted in accordance with this 899 section; however, such transaction is subject to s. 517.301 900 Notwithstanding any other provision of this chapter, an offer or 901 sale of a security by an issuer is an exempt transaction under 902 s. 517.061 if the offer or sale is conducted in accordance with 903 this section. The exemption provided in this section may not be 904 used in conjunction with any other exemption under s. 517.051 or 905 s. 517.061. 906 (3)The offer or sale of securities under this section must 907 be conducted in accordance with the requirements of the federal 908 exemption for intrastate offerings in s. 3(a)(11) of the 909 Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), as amended, and 910 United States Securities and Exchange Commission Rule 147, 17 911 C.F.R. s. 230.147, as amended, or Securities and Exchange 912 Commission Rule 147A, 17. C.F.R. s. 230.147A, as amended adopted 913 pursuant to the Securities Act of 1933. 914 (4)An issuer must: 915 (a)Must be a for-profit business entity that maintains 916 formed under the laws of the state, be registered with the 917 Secretary of State, maintain its principal place of business in 918 the state, and derives derive its revenues primarily from 919 operations in this the state. 920 (b)Must conduct transactions for an the offering of $2.5 921 million or more through a dealer registered with the office or 922 an intermediary registered under s. 517.12 s. 517.12(19). For an 923 offering of less than $2.5 million, the issuer may, but is not 924 required to, use such a dealer or intermediary. 925 (c)May not be, either before or as a result of the 926 offering, an investment company as defined in s. 3 of the 927 Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, 928 or subject to the reporting requirements of s. 13 or s. 15(d) of 929 the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s. 930 78o(d), as amended. 931 (d)May not be a business entity that has company with an 932 undefined business operation, a company that lacks a business 933 plan, a company that lacks a stated investment goal for the 934 funds being raised, or a company that plans to engage in a 935 merger or acquisition with an unspecified business entity. 936 (e)May not be subject to a disqualification established by 937 the commission or office or a disqualification described in s. 938 517.0616 or s. 517.1611 or United States Securities and Exchange 939 Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 940 to the Securities Act of 1933. Each director, officer, manager, 941 managing member, or general partner, or person occupying a 942 similar status or performing a similar function, or person 943 holding more than 20 percent of the equity interest shares of 944 the issuer, is subject to this paragraph requirement. 945 (f)Must deposit all funds received from investors in an 946 account in Execute an escrow agreement with a federally insured 947 financial institution authorized to do business in this the 948 state, and maintain all such funds in the account until the 949 target offering amount has been reached or the offering has been 950 terminated or has expired. If the target offering amount has not 951 been reached within the period specified by the issuer in the 952 disclosure statement provided to investors, or if the offering 953 is terminated or expires, the issuer must refund invested funds 954 to all investors within 10 business days after such occurrence 955 for the deposit of investor funds, and ensure that all offering 956 proceeds are provided to the issuer only when the aggregate 957 capital raised from all investors is equal to or greater than 958 the target offering amount. 959 (g)Must use all funds in accordance with the use of 960 proceeds as disclosed to prospective investors Allow investors 961 to cancel a commitment to invest within 3 business days before 962 the offering deadline, as stated in the disclosure statement, 963 and issue refunds to all investors if the target offering amount 964 is not reached by the offering deadline. 965 (5)The issuer must file a notice of the offering with the 966 office, in writing or in electronic form, in a format prescribed 967 by commission rule, together with a nonrefundable filing fee of 968 $200. The filing fee must shall be deposited into the Regulatory 969 Trust Fund of the office. The commission may adopt rules 970 establishing procedures for the deposit of fees and the filing 971 of documents by electronic means if the procedures provide the 972 office with the information and data required by this section. A 973 notice is effective upon receipt, by the office, of the 974 completed form, filing fee, and an irrevocable written consent 975 to service of civil process, similar to that provided for in s. 976 517.101. The notice may be terminated by filing with the office 977 a notice of termination. The notice and offering expire 12 978 months after filing the notice with the office and are not 979 eligible for renewal. The notice must: 980 (a)Be filed with the office at least 10 days before the 981 issuer commences an offering of securities or the offering is 982 displayed on a website of an intermediary in reliance upon the 983 exemption provided by this section. 984 (b)Indicate that the issuer is conducting an offering in 985 reliance upon the exemption provided by this section. 986 (c)Contain the name and contact information, including an 987 e-mail address, of the issuer. 988 (d)Identify any predecessors, owners, officers, directors, 989 general partners, managers, managing members, and control 990 persons or any person occupying a similar status or performing a 991 similar function of the issuer, including that persons title, 992 his or her status as a partner, trustee, or sole proprietor or a 993 similar role, and his or her ownership percentage. 994 (e)Identify the federally insured financial institution 995 into, authorized to do business in the state, in which investor 996 funds will be deposited, in accordance with the escrow 997 agreement. 998 (f)Require an attestation under oath that the issuer, its 999 predecessors, affiliated issuers, directors, officers, and 1000 control persons, or any other person occupying a similar status 1001 or performing a similar function, are not currently and have not 1002 been within the past 10 years the subject of regulatory or 1003 criminal actions involving fraud or deceit. 1004 (g)Include documentation verifying that the issuer is 1005 organized under the laws of the state and authorized to do 1006 business in the state. 1007 (h)If applicable, include the intermediarys website 1008 address where the issuers securities will be offered. 1009 (g)(i)State Include the target offering amount and the 1010 date, not to exceed 365 days, by which the target amount must be 1011 reached in order to avoid termination of the offering. 1012 (6)The issuer must amend the notice form within 10 1013 business 30 days after any material information contained in the 1014 notice becomes inaccurate for any reason. The commission may 1015 require, by rule, an issuer who has filed a notice under this 1016 section to file amendments with the office. 1017 (7)The issuer may engage in general advertising and 1018 general solicitation of the offering to prospective investors. 1019 Any oral or written statements in advertising or solicitation of 1020 the offering which contain a material misstatement, or which 1021 fail to disclose material information, are subject to 1022 enforcement under this chapter. Any general advertising or other 1023 general announcement must state that the offering is limited and 1024 open only to residents of this state. 1025 (8)The issuer must provide a disclosure statement to 1026 investors and the dealer or intermediary, along with a copy to 1027 the office at the time that the notice is filed, and make 1028 available to potential investors through the dealer or 1029 intermediary, as applicable; to the office at the time that the 1030 notice is filed; and to each prospective investor at least 3 1031 days before the investors commitment to purchase or payment of 1032 any consideration. The, a disclosure statement must contain 1033 containing material information about the issuer and the 1034 offering, including all of the following: 1035 (a)The name, legal status, physical address, e-mail 1036 address, and website address of the issuer. 1037 (b)The names of the directors, officers, managers, 1038 managing members, and general partners and any person occupying 1039 a similar status or performing a similar function, and the name 1040 and ownership percentage of each person holding more than 20 1041 percent of the issuers equity interests shares of the issuer. 1042 (c)A description of the current business of the issuer and 1043 the anticipated business plan of the issuer. 1044 (d)A description of the stated purpose and intended use of 1045 the proceeds of the offering. 1046 (e)The target offering amount and, the deadline to reach 1047 the target offering amount, and regular updates regarding the 1048 progress of the issuer in meeting the target offering amount. 1049 (f)The price to the public of the securities or the method 1050 for determining the price. However, before the sale, each 1051 investor must receive in writing the final price and all 1052 required disclosures and have an opportunity to rescind the 1053 commitment to purchase the securities. 1054 (g)A description of the ownership and capital structure of 1055 the issuer, including: 1056 1.Terms of the securities being offered and each class of 1057 security of the issuer, including how those terms may be 1058 modified, and a summary of the differences between such 1059 securities, including how the rights of the securities being 1060 offered may be materially limited, diluted, or qualified by 1061 rights of any other class of security of the issuer. 1062 2.A description of how the exercise of the rights held by 1063 the principal equity holders shareholders of the issuer could 1064 negatively impact the purchasers of the securities being 1065 offered. 1066 3.The name and ownership level of each existing 1067 shareholder who owns more than 20 percent of any class of the 1068 securities of the issuer. 1069 4.How the securities being offered are being valued, and 1070 examples of methods of how such securities may be valued by the 1071 issuer in the future, including during subsequent corporate 1072 actions. 1073 5.The risks to purchasers of the securities relating to 1074 minority ownership in the issuer, the risks associated with 1075 corporate action, including additional issuances of shares, a 1076 sale of the issuer or of assets of the issuer, or transactions 1077 with related parties. 1078 (h)A statement that the security being offered is not 1079 registered under federal or state securities laws and that the 1080 securities are subject to the limitation on resale contained in 1081 Securities and Exchange Commission Rule 147 or Rule 147A. 1082 (i)Any issuer plans, formal or informal, to offer 1083 additional securities in the future. 1084 (j)The risks to purchasers of the securities relating to 1085 minority ownership in the issuer. 1086 (k)(h)A description of the financial condition of the 1087 issuer. 1088 1.For offerings that, in combination with all other 1089 offerings of the issuer within the preceding 12-month period, 1090 have target offering amounts of $500,000 $100,000 or less, the 1091 financial statements of the issuer may be, but are not required 1092 to be, included description must include the most recent income 1093 tax return filed by the issuer, if any, and a financial 1094 statement that must be certified by the principal executive 1095 officer of the issuer as true and complete in all material 1096 respects. 1097 2.For offerings that, in combination with all other 1098 offerings of the issuer within the preceding 12-month period, 1099 have target offering amounts of more than $500,000 $100,000, but 1100 not more than $2.5 million $500,000, the description must 1101 include financial statements prepared in accordance with 1102 generally accepted accounting principles and reviewed by a 1103 certified public accountant, as defined in s. 473.302, who is 1104 independent of the issuer, using professional standards and 1105 procedures for such review or standards and procedures 1106 established by commission the office, by rule, for such purpose. 1107 3.For offerings that, in combination with all other 1108 offerings of the issuer within the preceding 12-month period, 1109 have target offering amounts of more than $2.5 million $500,000, 1110 the description must include audited financial statements 1111 prepared in accordance with generally accepted accounting 1112 principles by a certified public accountant, as defined in s. 1113 473.302, who is independent of the issuer, and other 1114 requirements as the commission may establish by rule. 1115 (l)(i)The following statement in boldface, conspicuous 1116 type on the front page of the disclosure statement: 1117 1118 Neither the Securities and Exchange Commission nor any 1119 state securities commission has approved or 1120 disapproved these securities or determined if this 1121 disclosure statement is truthful or complete. Any 1122 representation to the contrary is a criminal offense. 1123 1124 These securities are offered under, and will be sold 1125 in reliance upon, an exemption from the registration 1126 requirements of federal and Florida securities laws. 1127 Consequently, Neither the Federal Government nor the 1128 State of Florida has reviewed the accuracy or 1129 completeness of any offering materials. In making an 1130 investment decision, investors must rely on their own 1131 examination of the issuer and the terms of the 1132 offering, including the merits and risks involved. 1133 These securities are subject to restrictions on 1134 transferability and resale and may not be transferred 1135 or resold except as specifically authorized by 1136 applicable federal and state securities laws. 1137 Investing in these securities involves a speculative 1138 risk, and investors should be able to bear the loss of 1139 their entire investment. 1140 (8)The issuer shall provide to the office a copy of the 1141 escrow agreement with a financial institution authorized to 1142 conduct business in this state. All investor funds must be 1143 deposited in the escrow account. The escrow agreement must 1144 require that all offering proceeds be released to the issuer 1145 only when the aggregate capital raised from all investors is 1146 equal to or greater than the minimum target offering amount 1147 specified in the disclosure statement as necessary to implement 1148 the business plan, and that all investors will receive a full 1149 return of their investment commitment if that target offering 1150 amount is not raised by the date stated in the disclosure 1151 statement. 1152 (9)The sum of all cash and other consideration received 1153 for sales of a security under this section may not exceed $5 $1 1154 million, less the aggregate amount received for all sales of 1155 securities by the issuer within the 12 months preceding the 1156 first offer or sale made in reliance upon this exemption. Offers 1157 or sales to a person owning 20 percent or more of the 1158 outstanding equity interests shares of any class or classes of 1159 securities or to an officer, director, manager, managing member, 1160 general partner, or trustee, or a person occupying a similar 1161 status, do not count toward this limitation. 1162 (10)Unless the investor is an accredited investor, or the 1163 issuer reasonably believes that the investor is an accredited 1164 investor as defined by Rule 501 of Regulation D, adopted 1165 pursuant to the Securities Act of 1933, the aggregate amount of 1166 securities sold by an issuer to an investor in transactions 1167 exempt from registration requirements under this subsection in a 1168 12-month period may not exceed $10,000: 1169 (a)The greater of $2,000 or 5 percent of the annual income 1170 or net worth of such investor, if the annual income or the net 1171 worth of the investor is less than $100,000. 1172 (b)Ten percent of the annual income or net worth of such 1173 investor, not to exceed a maximum aggregate amount sold of 1174 $100,000, if either the annual income or net worth of the 1175 investor is equal to or exceeds $100,000. 1176 (11)The issuer shall file with the office and provide to 1177 investors free of charge an annual report of the results of 1178 operations and financial statements of the issuer within 45 days 1179 after the end of its fiscal year, until no securities under this 1180 offering are outstanding. The annual reports must meet the 1181 following requirements: 1182 (a)Include an analysis by management of the issuer of the 1183 business operations and the financial condition of the issuer, 1184 and disclose the compensation received by each director, 1185 executive officer, and person having an ownership interest of 20 1186 percent or more of the issuer, including cash compensation 1187 earned since the previous report and on an annual basis, and any 1188 bonuses, stock options, other rights to receive securities of 1189 the issuer, or any affiliate of the issuer, or other 1190 compensation received. 1191 (b)Disclose any material change to information contained 1192 in the disclosure statements which was not disclosed in a 1193 previous report. 1194 (11)(12)(a)A notice-filing under this section must shall 1195 be summarily suspended by the office if: 1196 (a)The payment for the filing is dishonored by the 1197 financial institution upon which the funds are drawn. For 1198 purposes of s. 120.60(6), failure to pay the required notice 1199 filing fee constitutes an immediate and serious danger to the 1200 public health, safety, and welfare. The office shall enter a 1201 final order revoking a notice-filing in which the payment for 1202 the filing is dishonored by the financial institution upon which 1203 the funds are drawn; or. 1204 (b)A notice-filing under this section shall be summarily 1205 suspended by the office if The issuer made a material false 1206 statement in the issuers notice-filing. The summary suspension 1207 remains shall remain in effect until a final order is entered by 1208 the office. For purposes of s. 120.60(6), a material false 1209 statement made in the issuers notice-filing constitutes an 1210 immediate and serious danger to the public health, safety, and 1211 welfare. If an issuer made a material false statement in the 1212 issuers notice-filing, the office must shall enter a final 1213 order revoking the notice-filing, issue a fine as prescribed by 1214 s. 517.191(9) s. 517.221(3), and issue permanent bars under s. 1215 517.191(10) s. 517.221(4) to the issuer and all owners, 1216 officers, directors, general partners, and control persons, or 1217 any person occupying a similar status or performing a similar 1218 function of the issuer, including title; status as a partner, 1219 trustee, sole proprietor, or similar role; and ownership 1220 percentage. 1221 (12)(13)If the issuer employs the services of an 1222 intermediary, the An intermediary must: 1223 (a)Take measures, as established by commission rule, to 1224 reduce the risk of fraud with respect to the transactions, 1225 including verifying that the issuer is in compliance with the 1226 requirements of this section and, if necessary, denying an 1227 issuer access to its platform if the intermediary believes it is 1228 unable to adequately assess the risk of fraud of the issuer or 1229 its potential offering. 1230 (b)Provide basic information on its website regarding the 1231 high risk of investment in and limitation on the resale of 1232 exempt securities and the potential for loss of an entire 1233 investment. The basic information must include, but need not be 1234 limited to, all of the following: 1235 1.A description of the financial institution into which 1236 investor funds will be deposited escrow agreement that the 1237 issuer has executed and the conditions for the use release of 1238 such funds by to the issuer in accordance with the agreement and 1239 subsection (4). 1240 2.A description of whether financial information provided 1241 by the issuer has been audited by an independent certified 1242 public accountant, as defined in s. 473.302. 1243 (c)Obtain from each prospective investor a zip code or 1244 residence address, a copy of a driver license, and any other 1245 proof of residency in order for the issuer or intermediary to 1246 reasonably believe that the potential investor is a resident of 1247 this state. The commission may adopt rules authorizing 1248 additional forms of identification and prescribing the process 1249 for verifying any identification presented by the prospective 1250 investor. 1251 (d)Obtain information sufficient for the issuer or 1252 intermediary to reasonably believe that a particular prospective 1253 investor is an accredited investor 1254 (c)Obtain a zip code or residence address from each 1255 potential investor who seeks to view information regarding 1256 specific investment opportunities, in order to confirm that the 1257 potential investor is a resident of the state. 1258 (d)Obtain and verify a valid Florida driver license number 1259 or Florida identification card number from each investor before 1260 purchase of a security to confirm that the investor is a 1261 resident of the state. The commission may adopt rules 1262 authorizing additional forms of identification and prescribing 1263 the process for verifying any identification presented by the 1264 investor. 1265 (e)Obtain an affidavit from each investor stating that the 1266 investment being made by the investor is consistent with the 1267 income requirements of subsection (10). 1268 (f)Direct the release of investor funds in escrow in 1269 accordance with subsection (4). 1270 (g)Direct investors to transmit funds directly to the 1271 financial institution designated in the escrow agreement to hold 1272 the funds for the benefit of the investor. 1273 (e)(h)Provide a monthly update for each offering, after 1274 the first full month after the date of the offering. The update 1275 must be accessible on the intermediarys website and must 1276 display the date and amount of each sale of securities, and each 1277 cancellation of commitment to invest, in the previous calendar 1278 month. 1279 (i)Require each investor to certify in writing, including 1280 as part of such certification his or her signature and his or 1281 her initials next to each paragraph of the certification, as 1282 follows: 1283 I understand and acknowledge that: 1284 I am investing in a high-risk, speculative business 1285 venture. I may lose all of my investment, and I can afford the 1286 loss of my investment. 1287 This offering has not been reviewed or approved by any 1288 state or federal securities commission or other regulatory 1289 authority and no regulatory authority has confirmed the accuracy 1290 or determined the adequacy of any disclosure made to me relating 1291 to this offering. 1292 The securities I am acquiring in this offering are illiquid 1293 and are subject to possible dilution. There is no ready market 1294 for the sale of the securities. It may be difficult or 1295 impossible for me to sell or otherwise dispose of the 1296 securities, and I may be required to hold the securities 1297 indefinitely. 1298 I may be subject to tax on my share of the taxable income 1299 and losses of the issuer, whether or not I have sold or 1300 otherwise disposed of my investment or received any dividends or 1301 other distributions from the issuer. 1302 By entering into this transaction with the issuer, I am 1303 affirmatively representing myself as being a Florida resident at 1304 the time this contract is formed, and if this representation is 1305 subsequently shown to be false, the contract is void. 1306 If I resell any of the securities I am acquiring in this 1307 offering to a person that is not a Florida resident within 9 1308 months after the closing of the offering, my contract with the 1309 issuer for the purchase of these securities is void. 1310 (j)Require each investor to answer questions demonstrating 1311 an understanding of the level of risk generally applicable to 1312 investments in startups, emerging businesses, and small issuers, 1313 and an understanding of the risk of illiquidity. 1314 (f)(k)Take reasonable steps to protect personal 1315 information collected from investors, as required by s. 501.171. 1316 (g)(l)Prohibit its directors, and officers, managers, 1317 managing members, general partners, employees, and agents from 1318 having any financial interest in the issuer using its services. 1319 (m)Implement written policies and procedures that are 1320 reasonably designed to achieve compliance with federal and state 1321 securities laws; comply with the anti-money laundering 1322 requirements of 31 C.F.R. chapter X applicable to registered 1323 brokers; and comply with the privacy requirements of 17 C.F.R. 1324 part 248 relating to brokers. 1325 (13)(14)An intermediary not registered as a dealer under 1326 s. 517.12(5) may not: 1327 (a)Offer investment advice or recommendations. A refusal 1328 by an intermediary to post an offering that it deems not 1329 credible or that represents a potential for fraud may not be 1330 construed as an offer of investment advice or recommendation. 1331 (b)Solicit purchases, sales, or offers to buy securities 1332 offered or displayed on its website. 1333 (c)Compensate employees, agents, or other persons for the 1334 solicitation of, or based on the sale of, securities offered or 1335 displayed on its website. 1336 (d)Hold, manage, possess, or otherwise handle investor 1337 funds or securities. 1338 (e)Compensate promoters, finders, or lead generators for 1339 providing the intermediary with the personal identifying 1340 information of any prospective potential investor. 1341 (f)Engage in any other activities set forth by commission 1342 rule. 1343 (14)If the issuer does not employ a dealer or an 1344 intermediary for an offering pursuant to the exemption created 1345 under this section, the issuer must fulfill each of the 1346 obligations specified in paragraphs (12)(c)-(f). 1347 (15)Any sale made pursuant to the exemption created under 1348 this section is voidable by the purchaser within 3 days after 1349 the first tender of consideration is made by such purchaser to 1350 the issuer by notifying the issuer that the purchaser expressly 1351 voids the purchase. The purchasers notice to the issuer must be 1352 sent by e-mail to the issuers e-mail address set forth in the 1353 disclosure statement that is provided to the purchaser or 1354 purchasers representative or by certified mail or overnight 1355 delivery service with proof of delivery to the mailing address 1356 set forth in the disclosure statement All funds received from 1357 investors must be directed to the financial institution 1358 designated in the escrow agreement to hold the funds and must be 1359 used in accordance with representations made to investors by the 1360 intermediary. If an investor cancels a commitment to invest, the 1361 intermediary must direct the financial institution designated to 1362 hold the funds to promptly refund the funds of the investor. 1363 Section 5.Section 517.0612, Florida Statutes, is created 1364 to read: 1365 517.0612Florida Invest Local Exemption. 1366 (1)This section may be cited as the Florida Invest Local 1367 Exemption. 1368 (2)The registration provisions of s. 517.07 do not apply 1369 to a securities transaction conducted in accordance with this 1370 section; however, such transaction is subject to s. 517.301. 1371 (3)The offer or sale of securities under this section must 1372 meet the requirements of the federal exemption for intrastate 1373 offerings in s. 3(a)(11) of the Securities Act of 1933, 1374 Securities and Exchange Commission Rule 147, or Securities and 1375 Exchange Commission Rule 147A, as amended. 1376 (4)The issuer must be a for-profit business entity 1377 registered with the Department of State which has its principal 1378 place of business in this state. The issuer may not be, before 1379 or as a result of the offering: 1380 (a)An investment company as defined in the Investment 1381 Company Act of 1940, as amended; 1382 (b)Subject to the reporting requirements of the Securities 1383 and Exchange Act of 1934, as amended; 1384 (c)A business entity that has an undefined business 1385 operation, lacks a business plan, lacks a stated investment goal 1386 for the funds being raised, or plans to engage in a merger or 1387 acquisition with an unspecified business entity; or 1388 (d)Subject to a disqualification as provided in s. 1389 517.0616. 1390 (5)The sum of all cash and other consideration received 1391 from all sales of the securities in reliance upon the exemption 1392 under this section may not exceed $500,000, less the aggregate 1393 amount received for all sales of securities by the issuer within 1394 the 12 months before the first offer or sale made in reliance on 1395 this exemption. 1396 (6)(a)The issuer may not accept more than $10,000 from any 1397 single purchaser unless any of the following apply: 1398 1.The issuer reasonably believes that the purchaser is an 1399 accredited investor. 1400 2.The purchaser is an officer, director, partner, or 1401 trustee, or an individual occupying a similar status or 1402 performing similar functions, of the issuer. 1403 3.The purchaser is an owner of 10 percent or more of the 1404 issuers outstanding equity. 1405 (b)For purposes of this subsection, the following persons 1406 must be treated collectively as a single purchaser: 1407 1.Any spouse or child of the purchaser or any related 1408 family member who has the same primary residence as the 1409 purchaser. 1410 2.Any business entity of which the purchaser and any 1411 person related to the purchaser as provided in subparagraph 1. 1412 collectively own more than 50 percent of the equity interest. 1413 (7)The issuer may engage in general advertising and 1414 general solicitation of the offering. Any general advertising or 1415 other general announcement must state that the offer is limited 1416 and open only to residents of this state. Any oral or written 1417 statements in advertising or solicitation of the offer which 1418 contain a material misstatement, or which fail to disclose 1419 material information, are subject to enforcement under this 1420 chapter. 1421 (8)A purchaser must receive, at least 3 business days 1422 before any binding commitment to purchase or consideration paid, 1423 a disclosure statement that provides material information 1424 regarding the issuer, including, but not limited to, all of the 1425 following information: 1426 (a)The issuers name, type of entity, and contact 1427 information. 1428 (b)The name and contact information of each director, 1429 officer, or other manager of the issuer. 1430 (c)A description of the issuers business. 1431 (d)A description of the security being offered. 1432 (e)The total amount of the offering. 1433 (f)The intended use of proceeds from the sale of the 1434 securities. 1435 (g)The target offering amount. 1436 (h)A statement that if the target offering amount is not 1437 obtained in cash or in the value of other tangible consideration 1438 received on a date that is no more than 180 days after the 1439 commencement of the offering, the offering will be terminated, 1440 and any funds or other consideration received from purchasers 1441 must be promptly returned. 1442 (i)A statement that the security being offered is not 1443 registered under federal or state securities laws and that the 1444 securities are subject to the limitation on resale contained in 1445 Securities and Exchange Commission Rule 147 or Rule 147A. 1446 (j)The names and addresses of all persons who will be 1447 involved in the offer and sale of securities on behalf of the 1448 issuer. 1449 (k)The name of the bank or other depository institution 1450 into which investor funds will be deposited. 1451 (l)The following statement in boldface, conspicuous type: 1452 1453 Neither the Securities and Exchange Commission nor any 1454 state securities commission has approved or 1455 disapproved these securities or determined that this 1456 disclosure statement is truthful or complete. Any 1457 representation to the contrary is a criminal offense. 1458 1459 (9)All funds received from investors must be deposited 1460 into a bank or depository institution authorized to do business 1461 in this state. The issuer may not withdraw any amount of the 1462 offering proceeds unless the target offering amount has been 1463 received. 1464 (10)The issuer must file a notice of the offering with the 1465 office, in writing or in electronic form, in a format prescribed 1466 by commission rule, no less than 5 business days before the 1467 offering commences, along with the disclosure statement 1468 described in subsection (8). If there are any material changes 1469 to the information previously submitted, the issuer, within 3 1470 business days after such material change, must file an amended 1471 notice. 1472 (11)An individual, entity, or entity employee who acts as 1473 an agent for the issuer in the offer or sale of securities and 1474 is not registered as a dealer under this chapter may not do 1475 either of the following: 1476 (a)Receive compensation based upon the solicitation of 1477 purchases, sales, or offers to purchase the securities. 1478 (b)Take custody of investor funds or securities. 1479 (12)Any sale made pursuant to the exemption created under 1480 this section is voidable by the purchaser within 3 days after 1481 the first tender of consideration is made by such purchaser to 1482 the issuer by notifying the issuer that the purchaser expressly 1483 voids the purchase. The purchasers notice to the issuer must be 1484 sent by e-mail to the issuers e-mail address set forth in the 1485 disclosure statement that is provided to a purchaser or the 1486 purchasers representative or by hand delivery, courier service, 1487 or other method by which written proof of delivery to the issuer 1488 of the purchasers election to rescind the purchase is 1489 evidenced. 1490 Section 6.Section 517.0613, Florida Statutes, is created 1491 to read: 1492 517.0613Failure to comply with a securities registration 1493 exemption. 1494 (1)Failure to meet the requirements for any exemption from 1495 securities registration does not preclude the issuer from 1496 claiming the availability of any other applicable state or 1497 federal exemption. 1498 (2)The exemptions created under ss. 517.061, 517.0611, and 1499 517.0612 are not available to an issuer for any transaction or 1500 series of transactions that, although in technical compliance 1501 with the applicable provisions, is part of a plan or scheme to 1502 evade the registration provisions of s. 517.07, and registration 1503 under s. 517.07 is required in connection with such 1504 transactions. 1505 Section 7.Section 517.0614, Florida Statutes, is created 1506 to read: 1507 517.0614Integration of offerings. 1508 (1)If the safe harbors in subsection (2) do not apply, in 1509 determining whether two or more offerings are to be treated as 1510 one for the purpose of registration or qualifying for an 1511 exemption from registration under this chapter, offers and sales 1512 may not be integrated if, based on the particular facts and 1513 circumstances, the issuer can establish either that each 1514 offering complies with the registration requirements of this 1515 chapter, or that an exemption from registration is available for 1516 the particular offering, provided that any transaction or series 1517 of transactions that, although in technical compliance with this 1518 chapter, is part of a plan or scheme to evade the registration 1519 requirements of this chapter will not have the effect of 1520 avoiding integration. In making this determination: 1521 (a)For an exempt offering prohibiting general 1522 solicitation, the issuer must have a reasonable belief, based on 1523 the facts and circumstances, with respect to each purchaser in 1524 the exempt offering prohibiting general solicitation, that the 1525 issuer or any person acting on the issuers behalf: 1526 1.Did not solicit such purchaser through the use of 1527 general solicitation; or 1528 2.Established a substantive relationship with such 1529 purchaser before the commencement of the exempt offering 1530 prohibiting general solicitation, provided that a purchaser 1531 previously solicited through the use of general solicitation is 1532 not deemed to have been solicited through the use of general 1533 solicitation in the current offering if, during the 45 calendar 1534 days following such previous general solicitation: 1535 a.No offer or sale of the same or similar class of 1536 securities has been made by or on behalf of the issuer, 1537 including to such purchaser; and 1538 b.The issuer or any person acting on the issuers behalf 1539 has not solicited such purchaser through the use of general 1540 solicitation for any other security. 1541 (b)For two or more concurrent exempt offerings permitting 1542 general solicitation, in addition to satisfying the requirements 1543 of the particular exemption relied on, general solicitation 1544 offering materials for one offering that includes information 1545 about the material terms of a concurrent offering under another 1546 exemption may constitute an offer of securities in such other 1547 offering, and therefore the offer must comply with all the 1548 requirements for, and restrictions on, offers under the 1549 exemption being relied on for such other offering, including any 1550 legend requirements and communications restrictions. 1551 (2)The integration analysis required by subsection (1) is 1552 not required if any of the following nonexclusive safe harbors 1553 apply: 1554 (a)An offering commenced more than 30 calendar days before 1555 the commencement of any other offering, or more than 30 calendar 1556 days after the termination or completion of any other offering, 1557 may not be integrated with such other offering, provided that 1558 for an exempt offering for which general solicitation is not 1559 permitted which follows by 30 calendar days or more an offering 1560 that allows general solicitation, paragraph (1)(a) applies. 1561 (b)Offers and sales made in compliance with any of the 1562 following provisions are not subject to integration with other 1563 offerings: 1564 1.Section 517.051 or s. 517.061, except s. 517.061(9), 1565 (10), or (11). 1566 2.Section 517.0611 or s. 517.0612. 1567 Section 8.Section 517.0615, Florida Statutes, is created 1568 to read: 1569 517.0615Solicitations of interest. 1570 (1)A communication may not be deemed to constitute general 1571 solicitation or general advertising if the communication is made 1572 in connection with a seminar or meeting in which more than one 1573 issuer participates and which is sponsored by a college, a 1574 university, or another institution of higher education; a state 1575 or local government or an instrumentality thereof; a nonprofit 1576 chamber of commerce or other nonprofit organization; or an angel 1577 investor group, incubator, or accelerator, if all of the 1578 following apply: 1579 (a)Advertising for the seminar or meeting does not 1580 reference a specific offering of securities by the issuer. 1581 (b)The sponsor of the seminar or meeting does not do any 1582 of the following: 1583 1.Make investment recommendations or provide investment 1584 advice to attendees of the seminar or meeting. 1585 2.Engage in any investment negotiations between the issuer 1586 and investors attending the seminar or meeting. 1587 3.Charge attendees of the seminar or meeting any fees, 1588 other than reasonable administrative fees. 1589 4.Receive any compensation for making introductions 1590 between seminar or meeting attendees and issuers or for 1591 investment negotiations between such parties. 1592 5.Receive any compensation with respect to the seminar or 1593 meeting, which compensation would require registration or 1594 notice-filing under this chapter, the Securities Exchange Act of 1595 1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment 1596 Advisers Act of 1940, 15 U.S.C. s. 80b-1 et seq., as amended. 1597 The sponsorship or participation in the seminar or meeting does 1598 not by itself require registration or notice-filing under this 1599 chapter. 1600 (c)The type of information regarding an offering of 1601 securities by the issuer which is communicated or distributed by 1602 or on behalf of the issuer in connection with the seminar or 1603 meeting is limited to a notification that the issuer is in the 1604 process of offering or planning to offer securities, the type 1605 and amount of securities being offered, the intended use of 1606 proceeds of the offering, and the unsubscribed amount in an 1607 offering. 1608 (d)If the event allows attendees to participate virtually, 1609 rather than in person, online participation in the event is 1610 limited to: 1611 1. Individuals that are members of, or otherwise associated 1612 with, the sponsor organization; 1613 2. Individuals that the sponsor reasonably believes are 1614 accredited investors; or 1615 3. Individuals that have been invited to the event by the 1616 sponsor based on industry or investment-related experience 1617 reasonably selected by the sponsor in good faith and disclosed 1618 in the public communications about the event. 1619 (2)Before any offers or sales are made in connection with 1620 an offering, communications by an issuer or any person 1621 authorized to act on behalf of the issuer are not deemed to 1622 constitute general solicitation or general advertising if the 1623 communication is solely for the purpose of determining whether 1624 there is any interest in a contemplated securities offering. 1625 Requirements imposed under this chapter on written or oral 1626 statements made in the course of such communication may be 1627 enforced as provided in this chapter. The solicitation or 1628 acceptance of money or other consideration or of any commitment, 1629 binding or otherwise, from any person is prohibited. 1630 (a)The communication must state all of the following: 1631 1.Money or other consideration is not being solicited and, 1632 if sent in response, will not be accepted. 1633 2.Any offer to buy the securities will not be accepted, 1634 and no part of the purchase price will be accepted. 1635 3.A persons indication of interest does not involve 1636 obligation or commitment of any kind. 1637 (b)Any written communication under this subsection may 1638 include a means by which a person may indicate to the issuer 1639 that the person is interested in a potential offering. The 1640 issuer may require the name, address, telephone number, or e 1641 mail address in any response form included in the written 1642 communication under this paragraph. 1643 (c)A communication in accordance with this subsection is 1644 not subject to s. 501.059, regarding telephone solicitations. 1645 Section 9.Section 517.0616, Florida Statutes, is created 1646 to read: 1647 517.0616Disqualification.A registration exemption under 1648 s. 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is 1649 not available to an issuer that would be disqualified under 1650 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 1651 230.506(d), as amended, at the time the issuer makes an offer 1652 for the sale of a security. 1653 Section 10.Present subsections (4) through (8) of section 1654 517.081, Florida Statutes, are redesignated as subsections (6) 1655 through (10), respectively, new subsections (4) and (5) are 1656 added to that section, and subsection (2), paragraph (g) of 1657 subsection (3), and present subsection (7) of that section are 1658 amended, to read: 1659 517.081Registration procedure. 1660 (2)The office shall receive and act upon applications for 1661 the registration of to have securities registered, and the 1662 commission may prescribe forms on which it may require such 1663 applications to be submitted. Applications must shall be duly 1664 signed by the applicant, sworn to by any person having knowledge 1665 of the facts, and filed with the office. The commission may 1666 establish, by rule, procedures for depositing fees and filing 1667 documents by electronic means provided such procedures provide 1668 the office with the information and data required by this 1669 section. An application may be made either by the issuer of the 1670 securities for which registration is applied or by any 1671 registered dealer desiring to sell such securities the same 1672 within the state. 1673 (3)The office may require the applicant to submit to the 1674 office the following information concerning the issuer and such 1675 other relevant information as the office may in its judgment 1676 deem necessary to enable it to ascertain whether such securities 1677 shall be registered pursuant to the provisions of this section: 1678 (g)1.A specimen copy of the securities certificate, if 1679 applicable, and a copy of any circular, prospectus, 1680 advertisement, or other description of such securities. 1681 2.The commission shall adopt a form for a simplified 1682 offering circular to register, under this section, securities 1683 that are sold in offerings in which the aggregate offering price 1684 in any consecutive 12-month period does not exceed the amount 1685 provided in s. 3(b) of the Securities Act of 1933, as amended. 1686 The following issuers shall not be eligible to submit a 1687 simplified offering circular adopted pursuant to this 1688 subparagraph: 1689 a.An issuer seeking to register securities for resale by 1690 persons other than the issuer. 1691 b.An issuer that is subject to any of the 1692 disqualifications described in 17 C.F.R. s. 230.262, adopted 1693 pursuant to the Securities Act of 1933, as amended, or that has 1694 been or is engaged or is about to engage in an activity that 1695 would be grounds for denial, revocation, or suspension under s. 1696 517.111. For purposes of this subparagraph, an issuer includes 1697 an issuers director, officer, general partner, manager or 1698 managing member, trustee, or equity owner who owns at least 10 1699 percent of the ownership interests of the issuer, promoter, or 1700 selling agent of the securities to be offered or any officer, 1701 director, partner, or manager or managing member of such selling 1702 agent. 1703 c.An issuer that is a development-stage company that 1704 either has no specific business plan or purpose or has indicated 1705 that its business plan is to merge with an unidentified company 1706 or companies. 1707 d.An issuer of offerings in which the specific business or 1708 properties cannot be described. 1709 e.Any issuer the office determines is ineligible because 1710 the form does not provide full and fair disclosure of material 1711 information for the type of offering to be registered by the 1712 issuer. 1713 f.Any issuer that has failed to provide the office the 1714 reports required for a previous offering registered pursuant to 1715 this subparagraph. 1716 1717 As a condition precedent to qualifying for use of the simplified 1718 offering circular, an issuer shall agree to provide the office 1719 with an annual financial report containing a balance sheet as of 1720 the end of the issuers fiscal year and a statement of income 1721 for such year, prepared in accordance with United States 1722 generally accepted accounting principles and accompanied by an 1723 independent accountants report. If the issuer has more than 100 1724 security holders at the end of a fiscal year, the financial 1725 statements must be audited. Annual financial reports must be 1726 filed with the office within 90 days after the close of the 1727 issuers fiscal year for each of the first 5 years following the 1728 effective date of the registration. 1729 (4)The commission may, by rule: 1730 (a)Establish criteria relating to the issuance of equity 1731 securities, debt securities, insurance company securities, real 1732 estate investment trusts, oil and gas investments, and other 1733 investments. In establishing these criteria, the commission may 1734 consider the rules and regulations of the Securities and 1735 Exchange Commission and statements of policy by the North 1736 American Securities Administrators Association, Inc., relating 1737 to the registration of securities offerings. The criteria must 1738 include all of the following: 1739 1.The promoters equity investment ratio. 1740 2.The financial condition of the issuer. 1741 3.The voting rights of shareholders. 1742 4.The grant of options or warrants to underwriters and 1743 others. 1744 5.Loans and other transactions with affiliates of the 1745 issuer. 1746 6.The use, escrow, or refund of proceeds of the offering. 1747 (b)Prescribe forms requiring applications for the 1748 registration of securities to be submitted to the office, 1749 including a simplified offering circular to register, under this 1750 section, securities that are sold in offerings in which the 1751 aggregate offering price in any consecutive 12-month period does 1752 not exceed the amount provided in s. 3(b) of the Securities Act 1753 of 1933, as amended. 1754 (c)Establish procedures for depositing fees and filing 1755 documents by electronic means, provided that such procedures 1756 provide the office with the information and data required by 1757 this section. 1758 (d)Establish requirements and standards for the filing, 1759 content, and circulation of a preliminary, final, or amended 1760 prospectus, advertisements, and other sales literature. In 1761 establishing such requirements and standards, the commission 1762 shall consider the rules and regulations of the Securities and 1763 Exchange Commission relating to requirements for preliminary, 1764 final, or amended or supplemented prospectuses and the rules of 1765 the Financial Industry Regulatory Authority relating to 1766 advertisements and sales literature. 1767 (5)All of the following issuers are not eligible to submit 1768 a simplified offering circular: 1769 (a)An issuer that is subject to any of the 1770 disqualifications described in Securities and Exchange 1771 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 1772 has been or is engaged or is about to engage in an activity that 1773 would be grounds for denial, revocation, or suspension under s. 1774 517.111. For purposes of this paragraph, an issuer includes an 1775 issuers director, officer, general partner, manager or managing 1776 member, trustee, or a person owning at least 10 percent of the 1777 ownership interests of the issuer; a promoter or selling agent 1778 of the securities to be offered; or any officer, director, 1779 partner, or manager or managing member of such selling agent. 1780 (b)An issuer that is a development-stage company that 1781 either has no specific business plan or purpose or has indicated 1782 that its business plan is to merge with an unidentified business 1783 entity or entities. 1784 (c)An issuer of offerings in which the specific business 1785 or properties cannot be described. 1786 (d)An issuer that the office determines is ineligible 1787 because the simplified circular does not provide full and fair 1788 disclosure of material information for the type of offering to 1789 be registered by the issuer. 1790 (9)(a)(7)The office shall record the registration of a 1791 security in the register of securities if, upon examination of 1792 an any application, it finds that all of the following 1793 requirements are met: the office 1794 1.The application is complete. 1795 2.The fee imposed in subsection (8) has been paid. 1796 3.The sale of the security would not be fraudulent and 1797 would not work or tend to work a fraud upon the purchaser. 1798 4.The terms of the sale of such securities would be fair, 1799 just, and equitable. 1800 5.The enterprise or business of the issuer is not based 1801 upon unsound business principles. 1802 (b)Upon registration, the security may be sold by the 1803 issuer or any registered dealer, subject, however, to the 1804 further order of the office shall find that the sale of the 1805 security referred to therein would not be fraudulent and would 1806 not work or tend to work a fraud upon the purchaser, that the 1807 terms of the sale of such securities would be fair, just, and 1808 equitable, and that the enterprise or business of the issuer is 1809 not based upon unsound business principles, it shall record the 1810 registration of such security in the register of securities; and 1811 thereupon such security so registered may be sold by any 1812 registered dealer, subject, however, to the further order of the 1813 office. In order to determine if an offering is fair, just, and 1814 equitable, the commission may by rule establish requirements and 1815 standards for the filing, content, and circulation of any 1816 preliminary, final, or amended prospectus and other sales 1817 literature and may by rule establish merit qualification 1818 criteria relating to the issuance of equity securities, debt 1819 securities, insurance company securities, real estate investment 1820 trusts, and other traditional and nontraditional investments, 1821 including, but not limited to, oil and gas investments. The 1822 criteria may include such elements as the promoters equity 1823 investment ratio, the financial condition of the issuer, the 1824 voting rights of shareholders, the grant of options or warrants 1825 to underwriters and others, loans and other affiliated 1826 transaction, the use or refund of proceeds of the offering, and 1827 such other relevant criteria as the office in its judgment may 1828 deem necessary to such determination. 1829 Section 11.Subsection (2) of section 517.101, Florida 1830 Statutes, is amended to read: 1831 517.101Consent to service. 1832 (2)Any such action must shall be brought either in the 1833 county of the plaintiffs residence or in the county in which 1834 the office has its official headquarters. The written consent 1835 must shall be authenticated by the seal of the said issuer, if 1836 it has a seal, and by the acknowledged signature of a director, 1837 manager, managing member, general partner, trustee, or officer 1838 of the issuer member of the copartnership or company, or by the 1839 acknowledged signature of any officer of the incorporated or 1840 unincorporated association, if it be an incorporated or 1841 unincorporated association, duly authorized by resolution of the 1842 board of directors, trustees, or managers of the corporation or 1843 association, and must shall in such case be accompanied by a 1844 duly certified copy of the resolution of the issuers board of 1845 directors, trustees, managers, managing members, or general 1846 partners or managers of the corporation or association, 1847 authorizing the signer to execute the consent officers to 1848 execute the same. In case any process or pleadings mentioned in 1849 this chapter are served upon the office, service must it shall 1850 be by duplicate copies, one of which must shall be filed in the 1851 office and the other another immediately forwarded by the office 1852 by registered mail to the principal office of the issuer against 1853 which the said process or pleadings are directed. 1854 Section 12.Section 517.131, Florida Statutes, is amended 1855 to read: 1856 517.131Securities Guaranty Fund. 1857 (1)As used in this section, the term final judgment 1858 includes an arbitration award confirmed by a court of competent 1859 jurisdiction. 1860 (2)(a)The Chief Financial Officer shall establish a 1861 Securities Guaranty Fund to provide monetary relief to victims 1862 of securities violations under this chapter who are entitled to 1863 monetary damages or restitution and cannot recover the full 1864 amount of such monetary damages or restitution from the 1865 wrongdoer. An amount not exceeding 20 percent of all revenues 1866 received as assessment fees pursuant to s. 517.12(9) and (10) 1867 for dealers and investment advisers or s. 517.1201 for federal 1868 covered advisers and an amount not exceeding 10 percent of all 1869 revenues received as assessment fees pursuant to s. 517.12(9) 1870 and (10) for associated persons must shall be part of the 1871 regular registration license fee and must shall be transferred 1872 to or deposited in the Securities Guaranty Fund. 1873 (b)If the balance in the Securities Guaranty Fund at any 1874 time exceeds $1.5 million, transfer of assessment fees to the 1875 this fund must shall be discontinued at the end of that 1876 registration license year, and transfer of such assessment fees 1877 may shall not resume be resumed unless the fund balance is 1878 reduced below $1 million by disbursement made in accordance with 1879 s. 517.141. 1880 (2)The Securities Guaranty Fund shall be disbursed as 1881 provided in s. 517.141 to a person who is adjudged by a court of 1882 competent jurisdiction to have suffered monetary damages as a 1883 result of any of the following acts committed by a dealer, 1884 investment adviser, or associated person who was licensed under 1885 this chapter at the time the act was committed: 1886 (a)A violation of s. 517.07. 1887 (b)A violation of s. 517.301. 1888 (3)A Any person is eligible for payment to seek recovery 1889 from the Securities Guaranty Fund if the person: 1890 (a)1.Holds an unsatisfied final judgment in which a 1891 wrongdoer was found to have violated s. 517.07 or s. 517.301; 1892 2.Has applied any amount recovered from the judgment 1893 debtor or any other source to the damages awarded by the court 1894 or arbitrator; 1895 3.Is a natural person who was a resident of this state, or 1896 is a business entity that was domiciled in this state, at the 1897 time of the violation of s. 517.07 or s. 517.301; and 1898 4.Is seeking recovery for an act that occurred on or after 1899 October 1, 2024; or 1900 (b)Is a receiver appointed pursuant to s. 517.191(2) by a 1901 court of competent jurisdiction for a wrongdoer ordered to pay 1902 restitution under s. 517.191(3) as a result of a violation of s. 1903 517.07 or s. 517.301 which has requested payment from the 1904 Securities Guaranty Fund on behalf of a person eligible for 1905 payment under paragraph (a) 1906 (a)Such person has received final judgment in a court of 1907 competent jurisdiction in any action wherein the cause of action 1908 was based on a violation of those sections referred to in 1909 subsection (2). 1910 (b)Such person has made all reasonable searches and 1911 inquiries to ascertain whether the judgment debtor possesses 1912 real or personal property or other assets subject to being sold 1913 or applied in satisfaction of the judgment, and by her or his 1914 search the person has discovered no property or assets; or she 1915 or he has discovered property and assets and has taken all 1916 necessary action and proceedings for the application thereof to 1917 the judgment, but the amount thereby realized was insufficient 1918 to satisfy the judgment. To verify compliance with such 1919 condition, the office may require such person to have a writ of 1920 execution be issued upon such judgment, may require a showing 1921 that no personal or real property of the judgment debtor liable 1922 to be levied upon in complete satisfaction of the judgment can 1923 be found, or may require an affidavit from the claimant setting 1924 forth the reasonable searches and inquiries undertaken and the 1925 result of those searches and inquiries. 1926 (c)Such person has applied any amounts recovered from the 1927 judgment debtor, or from any other source, to the damages 1928 awarded by the court. 1929 (d)The act for which recovery is sought occurred on or 1930 after January 1, 1979. 1931 (e)The office waives compliance with the requirements of 1932 paragraph (a) or paragraph (b). The office may waive such 1933 compliance if the dealer, investment adviser, or associated 1934 person which is the subject of the claim filed with the office 1935 is the subject of any proceeding in which a receiver has been 1936 appointed by a court of competent jurisdiction. If the office 1937 waives such compliance, the office may, upon petition by the 1938 debtor or the court-appointed trustee, examiner, or receiver, 1939 distribute funds from the Securities Guaranty Fund up to the 1940 amount allowed under s. 517.141. Any waiver granted pursuant to 1941 this section shall be considered a judgment for purposes of 1942 complying with the requirements of this section and of s. 1943 517.141. 1944 (4)A person who has done any of the following is not 1945 eligible for payment from the Securities Guaranty Fund: 1946 (a)Participated or assisted in a violation of this 1947 chapter. 1948 (b)Attempted to commit or committed a violation of this 1949 chapter. 1950 (c)Profited from a violation of this chapter. 1951 (5)An eligible person, or a receiver on behalf of the 1952 eligible person, seeking payment from the Securities Guaranty 1953 Fund must file with the office a written application on a form 1954 that the commission may prescribe by rule. The commission may 1955 adopt by rule procedures for filing documents by electronic 1956 means, provided that such procedures provide the office with the 1957 information and data required by this section. The application 1958 must be filed with the office within 1 year after the date of 1959 the final judgment, the date on which a restitution order has 1960 been ripe for execution, or the date of any appellate decision 1961 thereon, and, at minimum, must contain all of the following 1962 information: 1963 (a)The eligible persons and, if applicable, the 1964 receivers full name, address, and contact information. 1965 (b)The person ordered to pay restitution. 1966 (c)If the eligible person is a business entity, the 1967 eligible persons type and place of organization and, as 1968 applicable, a copy, as amended, of its articles of 1969 incorporation, articles of organization, trust agreement, or 1970 partnership agreement. 1971 (d)Any final judgment and a copy thereof. 1972 (e)Any restitution order pursuant to s. 517.191(3), and a 1973 copy thereof. 1974 (f)An affidavit from the eligible person stating either 1975 one of the following: 1976 1.That the eligible person has made all reasonable 1977 searches and inquiries to ascertain whether the judgment debtor 1978 possesses real or personal property or other assets subject to 1979 being sold or applied in satisfaction of the final judgment and, 1980 by the eligible persons search, that the eligible person has 1981 not discovered any property or assets. 1982 2.That the eligible person has taken necessary action on 1983 the property and assets of the wrongdoers but the final judgment 1984 remains unsatisfied. 1985 (g)If the application is filed by the receiver, an 1986 affidavit from the receiver stating the amount of restitution 1987 owed to the eligible person on whose behalf the claim is filed; 1988 the amount of any money, property, or assets paid to the 1989 eligible person on whose behalf the claim is filed by the person 1990 over whom the receiver is appointed; and the amount of any 1991 unsatisfied portion of any eligible persons order of 1992 restitution. 1993 (h)The eligible persons residence or domicile at the time 1994 of the violation of s. 517.07 or s. 517.301 which resulted in 1995 the eligible persons monetary damages. 1996 (i)The amount of any unsatisfied portion of the eligible 1997 persons final judgment. 1998 (j)Whether an appeal or motion to vacate an arbitration 1999 award has been filed. 2000 (6)If the office finds that a person is eligible for 2001 payment from the Securities Guaranty Fund and if the person has 2002 complied with this section and the rules adopted under this 2003 section, the office must approve payment to such person from the 2004 fund. Within 90 days after the offices receipt of a complete 2005 application, each eligible person or receiver must be given 2006 written notice, personally or by mail, that the office intends 2007 to approve or deny, or has approved or denied, the application 2008 for payment from the Securities Guaranty Fund. 2009 (7)Upon receipt by the eligible person or receiver of 2010 notice of the offices decision that the eligible persons or 2011 receivers application for payment from the Securities Guaranty 2012 Fund is approved, and before any disbursement, the eligible 2013 person shall assign to the office on a form prescribed by 2014 commission rule all right, title, and interest in the final 2015 judgment or order of restitution equal to the amount of such 2016 payment. 2017 (8)The office shall deem an application for payment from 2018 the Securities Guaranty Fund abandoned if the eligible person or 2019 receiver, or any person acting on behalf of the eligible person 2020 or receiver, fails to timely complete the application as 2021 prescribed by commission rule. The time period to complete an 2022 application must be tolled during the pendency of an appeal or 2023 motion to vacate an arbitration award. 2024 (4)Any person who files an action that may result in the 2025 disbursement of funds from the Securities Guaranty Fund pursuant 2026 to the provisions of s. 517.141 shall give written notice by 2027 certified mail to the office as soon as practicable after such 2028 action has been filed. The failure to give such notice shall not 2029 bar a payment from the Securities Guaranty Fund if all of the 2030 conditions specified in subsection (3) are satisfied. 2031 (5)The commission may adopt rules pursuant to ss. 2032 120.536(1) and 120.54 specifying the procedures for complying 2033 with subsections (2), (3), and (4), including rules for the form 2034 of submission and guidelines for the sufficiency and content of 2035 submissions of notices and claims. 2036 Section 13.Section 517.141, Florida Statutes, is amended 2037 to read: 2038 517.141Payment from the fund. 2039 (1)As used in this section, the term: 2040 (a)Claimant means a person determined eligible for 2041 payment under s. 517.131 that is approved by the office for 2042 payment from the Securities Guaranty Fund. 2043 (b)Final judgment includes an arbitration award 2044 confirmed by a court of competent jurisdiction. 2045 (c)Specified adult has the same meaning as in s. 2046 517.34(1). 2047 (2)A claimant is entitled to disbursement from the 2048 Securities Guaranty Fund in the amount equal to the lesser of: 2049 (a)The unsatisfied portion of the claimants final 2050 judgment or final order of restitution, but only to the extent 2051 that the final judgment or final order of restitution reflects 2052 actual or compensatory damages, excluding postjudgment interest, 2053 costs, and attorney fees; or 2054 (b)1.The sum of $15,000; or 2055 2.If the claimant is a specified adult or if a specified 2056 adult is a beneficial owner or beneficiary of the claimant, the 2057 sum of $25,000 Any person who meets all of the conditions 2058 prescribed in s. 517.131 may apply to the office for payment to 2059 be made to such person from the Securities Guaranty Fund in the 2060 amount equal to the unsatisfied portion of such persons 2061 judgment or $10,000, whichever is less, but only to the extent 2062 and amount reflected in the judgment as being actual or 2063 compensatory damages, excluding postjudgment interest, costs, 2064 and attorneys fees. 2065 (3)(2)Regardless of the number of claims or claimants 2066 involved, payments for claims are shall be limited in the 2067 aggregate to $250,000 $100,000 against any one dealer, 2068 investment adviser, or associated person. If the total claim 2069 filed by a receiver on behalf of multiple claimants exceeds 2070 claims exceed the aggregate limit of $250,000 $100,000, the 2071 office must shall prorate the payment to each claimant based 2072 upon the ratio that each claimants individual the persons 2073 claim bears to the total claim claims filed. 2074 (4)If at any time the balance in the Securities Guaranty 2075 Fund is insufficient to satisfy a valid claim or portion of a 2076 valid claim approved by the office, the office must satisfy the 2077 unpaid claim or portion of the valid claim as soon as a 2078 sufficient amount of money has been deposited into or 2079 transferred to the Securities Guaranty Fund. If more than one 2080 unsatisfied claim is outstanding, the claims must be paid in the 2081 sequence in which the claims were approved by final order of the 2082 office, which final order is not subject to an appeal or other 2083 pending proceeding. 2084 (5)All payments and disbursements made from the Securities 2085 Guaranty Fund must be made by the Chief Financial Officer, or 2086 his or her designee, upon authorization by the office. The 2087 office shall submit such authorization within 30 days after the 2088 approval of an eligible person for payment from the Securities 2089 Guaranty Fund 2090 (3)No payment shall be made on any claim against any one 2091 dealer, investment adviser, or associated person before the 2092 expiration of 2 years from the date any claimant is found by the 2093 office to be eligible for recovery pursuant to this section. If 2094 during this 2-year period more than one claim is filed against 2095 the same dealer, investment adviser, or associated person, or if 2096 the office receives notice pursuant to s. 517.131(4) that an 2097 action against the same dealer, investment adviser, or 2098 associated person is pending, all such claims and notices of 2099 pending claims received during this period against the same 2100 dealer, investment adviser, or associated person may be handled 2101 by the office as provided in this section. Two years after the 2102 first claimant against that same dealer, investment adviser, or 2103 associated person applies for payment pursuant to this section: 2104 (a)The office shall determine those persons eligible for 2105 payment or for potential payment in the event of a pending 2106 action. All such persons may be entitled to receive their pro 2107 rata shares of the fund as provided in this section. 2108 (b)Those persons who meet all the conditions prescribed in 2109 s. 517.131 and who have applied for payment pursuant to this 2110 section will be entitled to receive their pro rata shares of the 2111 total disbursement. 2112 (c)Those persons who have filed notice with the office of 2113 a pending claim pursuant to s. 517.131(4) but who are not yet 2114 eligible for payment from the fund will be entitled to receive 2115 their pro rata shares of the total disbursement once they have 2116 complied with subsection (1). However, in the event that the 2117 amounts they are eligible to receive pursuant to subsection (1) 2118 are less than their pro rata shares as determined under this 2119 section, any excess shall be distributed pro rata to those 2120 persons entitled to disbursement under this subsection whose pro 2121 rata shares of the total disbursement were less than the amounts 2122 of their claims. 2123 (6)(4)Individual claims filed by persons owning the same 2124 joint account, or claims arising stemming from any other type of 2125 account maintained by a particular licensee on which more than 2126 one name appears, must shall be treated as the claims of one 2127 eligible claimant with respect to payment from the Securities 2128 Guaranty Fund. If a claimant who has obtained a final judgment 2129 or final order of restitution that which qualifies for 2130 disbursement under s. 517.131 has maintained more than one 2131 account with the dealer, investment adviser, or associated 2132 person who is the subject of the claims, for purposes of 2133 disbursement of the Securities Guaranty Fund, all such accounts, 2134 whether joint or individual, must shall be considered as one 2135 account and shall entitle such claimant to only one distribution 2136 from the fund not to exceed the lesser of $10,000 or the 2137 unsatisfied portion of such claimants judgment as provided in 2138 subsection (1). To the extent that a claimant obtains more than 2139 one final judgment or final order of restitution against a 2140 person dealer, investment adviser, or one or more associated 2141 persons arising out of the same transactions, occurrences, or 2142 conduct or out of such the dealers, investment advisers, or 2143 associated persons handling of the claimants account, the 2144 final such judgments or final orders of restitution must shall 2145 be consolidated for purposes of this section and shall entitle 2146 the claimant to only one disbursement from the fund not to 2147 exceed the lesser of $10,000 or the unsatisfied portion of such 2148 claimants judgment as provided in subsection (1). 2149 (7)(5)If the final judgment or final order of restitution 2150 that gave rise to the claim is overturned in any appeal or in 2151 any collateral proceeding, the claimant must shall reimburse the 2152 Securities Guaranty Fund all amounts paid from the fund to the 2153 claimant on the claim. If the claimant satisfies the final 2154 judgment or final order of restitution specified in s. 2155 517.131(3)(a), the claimant must shall reimburse the Securities 2156 Guaranty Fund all amounts paid from the fund to the claimant on 2157 the claim. Such reimbursement must shall be paid to the 2158 Department of Financial Services office within 60 days after the 2159 final resolution of the appellate or collateral proceedings or 2160 the satisfaction of the final judgment or order of restitution, 2161 with the 60-day period commencing on the date the final order or 2162 decision is entered in such proceedings. 2163 (8)(6)If a claimant receives payments in excess of that 2164 which is permitted under this chapter, the claimant must shall 2165 reimburse the Securities Guaranty Fund such excess within 60 2166 days after the claimant receives such excess payment or after 2167 the payment is determined to be in excess of that permitted by 2168 law, whichever is later. 2169 (9)A claimant who knowingly and willfully files or causes 2170 to be filed an application under s. 517.131 or documents 2171 supporting the application, any of which contain false, 2172 incomplete, or misleading information in any material aspect, 2173 forfeits all payments from the Securities Guaranty Fund and 2174 commits a violation of s. 517.301(1)(c). 2175 (10)(7)The Department of Financial Services office may 2176 institute legal proceedings to enforce compliance with this 2177 section and with s. 517.131 to recover moneys owed to the 2178 Securities Guaranty Fund, and is shall be entitled to recover 2179 interest, costs, and attorney attorneys fees in any action 2180 brought pursuant to this section in which the department office 2181 prevails. 2182 (8)If at any time the money in the Securities Guaranty 2183 Fund is insufficient to satisfy any valid claim or portion of a 2184 valid claim approved by the office, the office shall satisfy 2185 such unpaid claim or portion of such valid claim as soon as a 2186 sufficient amount of money has been deposited in or transferred 2187 to the fund. When there is more than one unsatisfied claim 2188 outstanding, such claims shall be paid in the order in which the 2189 claims were approved by final order of the office, which order 2190 is not subject to an appeal or other pending proceeding. 2191 (9)Upon receipt by the claimant of the payment from the 2192 Securities Guaranty Fund, the claimant shall assign any 2193 additional right, title, and interest in the judgment, to the 2194 extent of such payment, to the office. If the provisions of s. 2195 517.131(3)(e) apply, the claimant must assign to the office any 2196 right, title, and interest in the debt to the extent of any 2197 payment by the office from the Securities Guaranty Fund. 2198 (10)All payments and disbursements made from the 2199 Securities Guaranty Fund shall be made by the Chief Financial 2200 Officer upon authorization signed by the director of the office, 2201 or such agent as she or he may designate. 2202 Section 14.Section 517.191, Florida Statutes, is amended 2203 to read: 2204 517.191Enforcement by the Office of Financial Regulation 2205 Injunction to restrain violations; civil penalties; enforcement 2206 by Attorney General. 2207 (1)When it appears to the office, either upon complaint or 2208 otherwise, that a person has engaged or is about to engage in 2209 any act or practice constituting a violation of this chapter or 2210 a rule or order hereunder, the office may investigate; and 2211 whenever it shall believe from evidence satisfactory to it that 2212 any such person has engaged, is engaged, or is about to engage 2213 in any act or practice constituting a violation of this chapter 2214 or a rule or order hereunder, the office may, in addition to any 2215 other remedies, bring action in the name and on behalf of the 2216 state against such person and any other person concerned in or 2217 in any way participating in or about to participate in such 2218 practices or engaging therein or doing any act or acts in 2219 furtherance thereof or in violation of this chapter to enjoin 2220 such person or persons from continuing such fraudulent practices 2221 or engaging therein or doing any act or acts in furtherance 2222 thereof or in violation of this chapter. In any such court 2223 proceedings, the office may apply for, and on due showing be 2224 entitled to have issued, the courts subpoena requiring 2225 forthwith the appearance of any defendant and her or his 2226 employees, associated persons, or agents and the production of 2227 documents, books, and records that may appear necessary for the 2228 hearing of such petition, to testify or give evidence concerning 2229 the acts or conduct or things complained of in such application 2230 for injunction. In such action, the equity courts shall have 2231 jurisdiction of the subject matter, and a judgment may be 2232 entered awarding such injunction as may be proper. 2233 (2)In addition to all other means provided by law for the 2234 enforcement of any temporary restraining order, temporary 2235 injunction, or permanent injunction issued in any such court 2236 proceedings, the court shall have the power and jurisdiction, 2237 upon application of the office, to impound and to appoint a 2238 receiver or administrator for the property, assets, and business 2239 of the defendant, including, but not limited to, the books, 2240 records, documents, and papers appertaining thereto. Such 2241 receiver or administrator, when appointed and qualified, shall 2242 have all powers and duties as to custody, collection, 2243 administration, winding up, and liquidation of such said 2244 property and business as may shall from time to time be 2245 conferred upon her or him by the court. In any such action, the 2246 court may issue orders and decrees staying all pending suits and 2247 enjoining any further suits affecting the receivers or 2248 administrators custody or possession of such the said property, 2249 assets, and business or, in its discretion, may with the consent 2250 of the presiding judge of the circuit require that all such 2251 suits be assigned to the circuit court judge appointing such the 2252 said receiver or administrator. 2253 (3)In addition to, or in lieu of, any other remedies 2254 provided by this chapter, the office may apply to the court 2255 hearing the this matter for an order directing the defendant to 2256 make restitution of those sums shown by the office to have been 2257 obtained in violation of any of the provisions of this chapter. 2258 The office has standing to request such restitution on behalf of 2259 victims in cases brought by the office under this chapter, 2260 regardless of the appointment of an administrator or receiver 2261 under subsection (2) or an injunction under subsection (1). 2262 Further, such restitution must shall, at the option of the 2263 court, be payable to the administrator or receiver appointed 2264 pursuant to this section or directly to the persons whose assets 2265 were obtained in violation of this chapter. 2266 (4)In addition to any other remedies provided by this 2267 chapter, the office may apply to the court hearing the matter 2268 for, and the court has shall have jurisdiction to impose, a 2269 civil penalty against any person found to have violated any 2270 provision of this chapter, any rule or order adopted by the 2271 commission or the office, or any written agreement entered into 2272 with the office in an amount not to exceed any of the following: 2273 (a)The greater of $20,000 $10,000 for a natural person or 2274 $25,000 for a business entity any other person, or the gross 2275 amount of any pecuniary loss to investors or pecuniary gain to a 2276 natural person or business entity such defendant for each such 2277 violation, other than a violation of s. 517.301, plus the 2278 greater of $50,000 for a natural person or $250,000 for a 2279 business entity any other person, or the gross amount of any 2280 pecuniary loss to investors or pecuniary gain to a natural 2281 person or business entity such defendant for each violation of 2282 s. 517.301. 2283 (b)Twice the amount of the civil penalty that would 2284 otherwise be imposed under this subsection if a specified adult, 2285 as defined in s. 517.34(1), is the victim of a violation of this 2286 chapter. 2287 2288 All civil penalties collected pursuant to this subsection must 2289 shall be deposited into the Anti-Fraud Trust Fund. The office 2290 may recover any costs and attorney fees related to its 2291 investigation or enforcement of this section. Notwithstanding 2292 any other law, such moneys recovered by the office must be 2293 deposited into the Anti-Fraud Trust Fund. 2294 (5)For purposes of any action brought by the office under 2295 this section, a control person who controls any person found to 2296 have violated this chapter or any rule adopted thereunder is 2297 jointly and severally liable with, and to the same extent as, 2298 the controlled person in any action brought by the office under 2299 this section unless the control person can establish by a 2300 preponderance of the evidence that he or she acted in good faith 2301 and did not directly or indirectly induce the act that 2302 constitutes the violation or cause of action. 2303 (6)For purposes of any action brought by the office under 2304 this section, a person who knowingly or recklessly provides 2305 substantial assistance to another person in violation of this 2306 chapter or any rule adopted thereunder is deemed to violate this 2307 chapter or the rule to the same extent as the person to whom 2308 such assistance is provided. 2309 (7)The office may issue and serve upon a person a cease 2310 and desist order if the office has reason to believe that the 2311 person violates, has violated, or is about to violate this 2312 chapter, any commission or office rule or order, or any written 2313 agreement entered into with the office. 2314 (8)If the office finds that any conduct described in 2315 subsection (7) presents an immediate danger to the public, 2316 requiring an immediate final order, the office may issue an 2317 emergency cease and desist order reciting with particularity the 2318 facts underlying such findings. The emergency cease and desist 2319 order is effective immediately upon service of a copy of the 2320 order on the respondent named in the order and remains effective 2321 for 90 days after issuance. If the office begins nonemergency 2322 cease and desist proceedings under subsection (7), the emergency 2323 cease and desist order remains effective until the conclusion of 2324 the proceedings under ss. 120.569 and 120.57. 2325 (9)The office may impose and collect an administrative 2326 fine against any person found to have violated any provision of 2327 this chapter, any rule or order adopted by the commission or 2328 office, or any written agreement entered into with the office in 2329 an amount not to exceed the penalties provided in subsection 2330 (4). All fines collected under this subsection must be deposited 2331 into the Anti-Fraud Trust Fund. 2332 (10)The office may bar, permanently or for a specific 2333 period of time, any person found to have violated this chapter, 2334 any rule or order adopted by the commission or office, or any 2335 written agreement entered into with the office from submitting 2336 an application or notification for a license or registration 2337 with the office. 2338 (11)In addition to all other means provided by law for 2339 enforcing any of the provisions of this chapter, when the 2340 Attorney General, upon complaint or otherwise, has reason to 2341 believe that a person has engaged or is engaged in any act or 2342 practice constituting a violation of s. 517.275 or, s. 517.301, 2343 s. 517.311, or s. 517.312, or any rule or order issued under 2344 such sections, the Attorney General may investigate and bring an 2345 action to enforce these provisions as provided in ss. 517.171, 2346 517.201, and 517.2015 after receiving written approval from the 2347 office. Such an action may be brought against such person and 2348 any other person in any way participating in such act or 2349 practice or engaging in such act or practice or doing any act in 2350 furtherance of such act or practice, to obtain injunctive 2351 relief, restitution, civil penalties, and any remedies provided 2352 for in this section. The Attorney General may recover any costs 2353 and attorney fees related to the Attorney Generals 2354 investigation or enforcement of this section. Notwithstanding 2355 any other provision of law, moneys recovered by the Attorney 2356 General for costs, attorney fees, and civil penalties for a 2357 violation of s. 517.275 or, s. 517.301, s. 517.311, or s. 2358 517.312, or any rule or order issued pursuant to such sections, 2359 must shall be deposited in the Legal Affairs Revolving Trust 2360 Fund. The Legal Affairs Revolving Trust Fund may be used to 2361 investigate and enforce this section. 2362 (12)(6)This section does not limit the authority of the 2363 office to bring an administrative action against any person that 2364 is the subject of a civil action brought pursuant to this 2365 section or limit the authority of the office to engage in 2366 investigations or enforcement actions with the Attorney General. 2367 However, a person may not be subject to both a civil penalty 2368 under subsection (4) and an administrative fine under subsection 2369 (9) s. 517.221(3) as the result of the same facts. 2370 (13)(7)Notwithstanding s. 95.11(4)(f), an enforcement 2371 action brought under this section based on a violation of any 2372 provision of this chapter or any rule or order issued under this 2373 chapter shall be brought within 6 years after the facts giving 2374 rise to the cause of action were discovered or should have been 2375 discovered with the exercise of due diligence, but not more than 2376 8 years after the date such violation occurred. 2377 (14)This chapter does not limit any statutory right of the 2378 state to punish a person for a violation of a law. 2379 (15)When not in conflict with the Constitution or laws of 2380 the United States, the courts of this state have the same 2381 jurisdiction over civil suits instituted in connection with the 2382 sale or offer of sale of securities under any laws of the United 2383 States as the courts of this state may have with regard to 2384 similar cases instituted under the laws of this state. 2385 Section 15.Section 517.211, Florida Statutes, is amended 2386 to read: 2387 517.211Private remedies available in cases of unlawful 2388 sale. 2389 (1)Every sale made in violation of either s. 517.07 or s. 2390 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 2391 rescinded at the election of the purchaser; however, except a 2392 sale made in violation of the provisions of s. 517.1202(3) 2393 relating to a renewal of a branch office notification or shall 2394 not be subject to this section, and a sale made in violation of 2395 the provisions of s. 517.12(12) relating to filing a change of 2396 address amendment is shall not be subject to this section. Each 2397 person making the sale and every director, officer, partner, or 2398 agent of or for the seller, if the director, officer, partner, 2399 or agent has personally participated or aided in making the 2400 sale, is jointly and severally liable to the purchaser in an 2401 action for rescission, if the purchaser still owns the security, 2402 or for damages, if the purchaser has sold the security. No 2403 purchaser otherwise entitled will have the benefit of this 2404 subsection who has refused or failed, within 30 days after of 2405 receipt, to accept an offer made in writing by the seller, if 2406 the purchaser has not sold the security, to take back the 2407 security in question and to refund the full amount paid by the 2408 purchaser or, if the purchaser has sold the security, to pay the 2409 purchaser an amount equal to the difference between the amount 2410 paid for the security and the amount received by the purchaser 2411 on the sale of the security, together, in either case, with 2412 interest on the full amount paid for the security by the 2413 purchaser at the legal rate, pursuant to s. 55.03, for the 2414 period from the date of payment by the purchaser to the date of 2415 repayment, less the amount of any income received by the 2416 purchaser on the security. 2417 (2)Any person purchasing or selling a security in 2418 violation of s. 517.301, and every director, officer, partner, 2419 or agent of or for the purchaser or seller, if the director, 2420 officer, partner, or agent has personally participated or aided 2421 in making the sale or purchase, is jointly and severally liable 2422 to the person selling the security to or purchasing the security 2423 from such person in an action for rescission, if the plaintiff 2424 still owns the security, or for damages, if the plaintiff has 2425 sold the security. 2426 (3)For purposes of any action brought under this section, 2427 a control person who controls any person found to have violated 2428 any provision specified in subsection (1) is jointly and 2429 severally liable with, and to the same extent as, such 2430 controlled person in any action brought under this section 2431 unless the control person can establish by a preponderance of 2432 the evidence that he or she acted in good faith and did not 2433 directly or indirectly induce the act that constitutes the 2434 violation or cause of action. 2435 (4)In an action for rescission: 2436 (a)A purchaser may recover the consideration paid for the 2437 security or investment, plus interest thereon at the legal rate 2438 from the date of purchase, less the amount of any income 2439 received by the purchaser on the security or investment upon 2440 tender of the security or investment. 2441 (b)A seller may recover the security upon tender of the 2442 consideration paid for the security, plus interest at the legal 2443 rate from the date of purchase, less the amount of any income 2444 received by the defendant on the security. 2445 (5)(4)In an action for damages brought by a purchaser of a 2446 security or investment, the plaintiff must shall recover an 2447 amount equal to the difference between: 2448 (a)The consideration paid for the security or investment, 2449 plus interest thereon at the legal rate from the date of 2450 purchase; and 2451 (b)The value of the security or investment at the time it 2452 was disposed of by the plaintiff, plus the amount of any income 2453 received on the security or investment by the plaintiff. 2454 (6)(5)In an action for damages brought by a seller of a 2455 security, the plaintiff shall recover an amount equal to the 2456 difference between: 2457 (a)The value of the security at the time of the complaint, 2458 plus the amount of any income received by the defendant on the 2459 security; and 2460 (b)The consideration received for the security, plus 2461 interest at the legal rate from the date of sale. 2462 (7)(6)In any action brought under this section, including 2463 an appeal, the court shall award reasonable attorney attorneys 2464 fees to the prevailing party unless the court finds that the 2465 award of such fees would be unjust. 2466 (8)This chapter does not limit any statutory or common-law 2467 right of a person to bring an action in a court for an act 2468 involved in the sale of securities or investments. 2469 (9)The same civil remedies provided by the laws of the 2470 United States for the purchasers or sellers of securities in 2471 interstate commerce also extend to purchasers or sellers of 2472 securities under this chapter. 2473 Section 16.Section 517.221, Florida Statutes, is repealed. 2474 Section 17.Section 517.241, Florida Statutes, is repealed. 2475 Section 18.Section 517.301, Florida Statutes, is amended 2476 to read: 2477 517.301Fraudulent transactions; falsification or 2478 concealment of facts. 2479 (1)It is unlawful and a violation of the provisions of 2480 this chapter for a person: 2481 (a)In connection with the rendering of any investment 2482 advice or in connection with the offer, sale, or purchase of any 2483 investment or security, including any security exempted under 2484 the provisions of s. 517.051 and including any security sold in 2485 a transaction exempted under the provisions of s. 517.061, s. 2486 517.0611, or s. 517.0612, directly or indirectly: 2487 1.To employ any device, scheme, or artifice to defraud; 2488 2.To obtain money or property by means of any untrue 2489 statement of a material fact or any omission to state a material 2490 fact necessary in order to make the statements made, in the 2491 light of the circumstances under which they were made, not 2492 misleading; or 2493 3.To engage in any transaction, practice, or course of 2494 business which operates or would operate as a fraud or deceit 2495 upon a person. 2496 (b)By use of any means, to publish, give publicity to, or 2497 circulate any notice, circular, advertisement, newspaper, 2498 article, letter, investment service, communication, or broadcast 2499 that, although which, though not purporting to offer a security 2500 for sale, describes such security for a consideration received 2501 or to be received directly or indirectly from an issuer, 2502 underwriter, or dealer, or from an agent or employee of an 2503 issuer, underwriter, or dealer, without fully disclosing the 2504 receipt, whether past or prospective, of such consideration and 2505 the amount of the consideration. 2506 (c)In any matter within the jurisdiction of the office, to 2507 knowingly and willfully falsify, conceal, or cover up, by any 2508 trick, scheme, or device, a material fact, make any false, 2509 fictitious, or fraudulent statement or representation, or make 2510 or use any false writing or document, knowing the same to 2511 contain any false, fictitious, or fraudulent statement or entry. 2512 (2)For purposes of ss. 517.311 and 517.312 and this 2513 section, the term investment means any commitment of money or 2514 property principally induced by a representation that an 2515 economic benefit may be derived from such commitment, except 2516 that the term does not include a commitment of money or property 2517 for: 2518 (a)The purchase of a business opportunity, business 2519 enterprise, or real property through a person licensed under 2520 chapter 475 or registered under former chapter 498; or 2521 (b)The purchase of tangible personal property through a 2522 person not engaged in telephone solicitation, electronic mail, 2523 text messages, social media, or other electronic means where 2524 said property is offered and sold in accordance with the 2525 following conditions: 2526 1.there are no specific representations or guarantees made 2527 by the offeror or seller as to the economic benefit to be 2528 derived from the purchase.; 2529 2.The tangible property is delivered to the purchaser 2530 within 30 days after sale, except that such 30-day period may be 2531 extended by the office if market conditions so warrant; and 2532 3.The seller has offered the purchaser a full refund 2533 policy in writing, exercisable by the purchaser within 10 days 2534 of the date of delivery of such tangible personal property, 2535 except that the amount of such refund may not exceed the bid 2536 price in effect at the time the property is returned to the 2537 seller. If the applicable sellers market is closed at the time 2538 the property is returned to the seller for a refund, the amount 2539 of such refund shall be based on the bid price for such property 2540 at the next opening of such market. 2541 (3)It is unlawful for a person in issuing or selling a 2542 security within this state, including a security exempted under 2543 s. 517.051 and including a transaction exempted under s. 2544 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 2545 security or business entity has been guaranteed, sponsored, 2546 recommended, or approved by the state or an agency or officer of 2547 the state or by the United States or an agency or officer of the 2548 United States. 2549 (4)It is unlawful for a person registered or required to 2550 be registered, or subject to the notice requirements, under this 2551 chapter, including such persons and issuers who are subject to 2552 s. 517.051, s. 517.061, s. 517.0611, s. 517.0612, or s. 517.081, 2553 to misrepresent that such person has been sponsored, 2554 recommended, or approved, or that such persons abilities or 2555 qualifications have in any respect been approved, by the state 2556 or an agency or officer of the state or by the United States or 2557 an agency or officer of the United States. 2558 (5)It is unlawful and a violation of this chapter for a 2559 person in connection with the offer or sale of an investment to 2560 obtain money or property by means of: 2561 (a)A misrepresentation that the investment offered or sold 2562 is guaranteed, sponsored, recommended, or approved by the state 2563 or an agency or officer of the state or by the United States or 2564 an agency or officer of the United States; or 2565 (b)A misrepresentation that such person is sponsored, 2566 recommended, or approved, or that such persons abilities or 2567 qualifications have in any respect been approved, by the state 2568 or an agency or officer of the state or by the United States or 2569 an agency or officer of the United States. 2570 (6)(a)Subsection (3) or subsection (4) may not be 2571 construed to prohibit a statement that a person or security is 2572 registered or has made a notice filing under this chapter if 2573 such statement is required by this chapter or rules promulgated 2574 thereunder and is true in fact and if the effect of such 2575 statement is not a misrepresentation. 2576 (b)A statement that a person is registered made in 2577 connection with the offer or sale of a security under this 2578 chapter must include the following disclaimer: Registration 2579 does not imply that such person has been sponsored, recommended, 2580 or approved by the state or an agency or officer of the state or 2581 by the United States or an agency or officer of the United 2582 States. 2583 1.If the statement of registration is made in writing, the 2584 disclaimer must immediately follow such statement and must be in 2585 the same size and style of print as the statement of 2586 registration. 2587 2.If the statement of registration is made orally, the 2588 disclaimer must be made or broadcast with the same force and 2589 effect as the statement of registration. 2590 (7)It is unlawful and a violation of this chapter for a 2591 person to directly or indirectly manage, supervise, control, or 2592 own, either alone or in association with others, a boiler room 2593 in this state which sells or offers for sale a security or 2594 investment in violation of subsection (1), subsection (3), 2595 subsection (4), subsection (5), or subsection (6). 2596 Section 19.Section 517.311, Florida Statutes, is repealed. 2597 Section 20.Section 517.312, Florida Statutes, is repealed. 2598 Section 21.Subsections (1), (2), and (3) of section 2599 517.072, Florida Statutes, are amended to read: 2600 517.072Viatical settlement investments. 2601 (1)The exemptions provided for by s. 517.051(6) and (11) 2602 ss. 517.051(6), (8), and (10) do not apply to a viatical 2603 settlement investment. 2604 (2)The offering of a viatical settlement investment is not 2605 an exempt transaction under s. 517.061(10), (12), (13), and (18) 2606 s. 517.061(2), (3), (8), (11), and (18), regardless of whether 2607 the offering otherwise complies with the conditions of that 2608 section, unless such offering is to a qualified institutional 2609 buyer. 2610 (3)The registration provisions of ss. 517.07 and 517.12 do 2611 not apply to any of the following transactions in viatical 2612 settlement investments; however, such transactions in viatical 2613 settlement investments are subject to s. 517.301 the provisions 2614 of ss. 517.301, 517.311, and 517.312: 2615 (a)The transfer or assignment of an interest in a 2616 previously viaticated policy from a natural person who transfers 2617 or assigns no more than one such interest in a single calendar 2618 year. 2619 (b)The provision of stop-loss coverage to a viatical 2620 settlement provider, financing entity, or related provider 2621 trust, as those terms are defined in s. 626.9911, by an 2622 authorized or eligible insurer. 2623 (c)The transfer or assignment of a viaticated policy from 2624 a licensed viatical settlement provider to another licensed 2625 viatical settlement provider, a related provider trust, a 2626 financing entity, or a special purpose entity, as those terms 2627 are defined in s. 626.9911, or to a contingency insurer, 2628 provided that such transfer or assignment is not the direct or 2629 indirect promotion of any scheme or enterprise with the intent 2630 of violating or evading any provision of this chapter. 2631 (d)The transfer or assignment of a viaticated policy to a 2632 bank, trust company, savings institution, insurance company, 2633 dealer, investment company as defined in the Investment Company 2634 Act of 1940, as amended, pension or profit-sharing trust, 2635 qualified institutional buyer, or an accredited investor, 2636 provided such transfer or assignment is not for the direct or 2637 indirect promotion of any scheme or enterprise with the intent 2638 of violating or evading any provision of this chapter. 2639 (e)The transfer or assignment of a viaticated policy by a 2640 conservator of a viatical settlement provider appointed by a 2641 court of competent jurisdiction who transfers or assigns 2642 ownership of viaticated policies pursuant to that courts order. 2643 Section 22.Subsection (2), paragraph (a) of subsection 2644 (9), paragraph (j) of subsection (16), subsection (20), and 2645 paragraphs (b) and (c) of subsection (21) of section 517.12, 2646 Florida Statutes, are amended to read: 2647 517.12Registration of dealers, associated persons, 2648 intermediaries, and investment advisers. 2649 (2)The registration requirements of this section do not 2650 apply in a transaction exempted by s. 517.061(1)-(6), (8), (9), 2651 (12), and (13) s. 517.061(1)-(10), (12), (14), and (15). 2652 (9)(a)An applicant for registration shall pay an 2653 assessment fee of $200, in the case of a dealer or investment 2654 adviser, or $50, in the case of an associated person. An 2655 associated person may be assessed an additional fee to cover the 2656 cost for the fingerprints to be processed by the office. Such 2657 fee shall be determined by rule of the commission. Such fees 2658 become the revenue of the state, except for those assessments 2659 provided for under s. 517.131(2) s. 517.131(1) until such time 2660 as the Securities Guaranty Fund satisfies the statutory limits, 2661 and are not returnable in the event that registration is 2662 withdrawn or not granted. 2663 (16) 2664 (j)All fees collected under this subsection become the 2665 revenue of the state, except those assessments provided for 2666 under s. 517.131(2) s. 517.131(1), until the Securities Guaranty 2667 Fund has satisfied the statutory limits. Such fees are not 2668 returnable if a notice-filing is withdrawn. 2669 (20)The registration requirements of this section do not 2670 apply to any general lines insurance agent or life insurance 2671 agent licensed under chapter 626, with regard to for the sale of 2672 a security as defined in s. 517.021(25)(g) s. 517.021(23)(g), if 2673 the individual is directly authorized by the issuer to offer or 2674 sell the security on behalf of the issuer and the issuer is a 2675 federally chartered savings bank subject to regulation by the 2676 Federal Deposit Insurance Corporation. Actions under this 2677 subsection shall constitute activity under the insurance agents 2678 license for purposes of ss. 626.611 and 626.621. 2679 (21) 2680 (b)Prior to the completion of any securities transaction 2681 described in s. 517.061(7) s. 517.061(22), a merger and 2682 acquisition broker must receive written assurances from the 2683 control person with the largest percentage of ownership for both 2684 the buyer and seller engaged in the transaction that: 2685 1.After the transaction is completed, any person who 2686 acquires securities or assets of the eligible privately held 2687 company, acting alone or in concert, will be a control person of 2688 the eligible privately held company or will be a control person 2689 for the business conducted with the assets of the eligible 2690 privately held company; and 2691 2.If any person is offered securities in exchange for 2692 securities or assets of the eligible privately held company, 2693 such person will, before becoming legally bound to complete the 2694 transaction, receive or be given reasonable access to the most 2695 recent year-end financial statements of the issuer of the 2696 securities offered in exchange. The most recent year-end 2697 financial statements shall be customarily prepared by the 2698 issuers management in the normal course of operations. If the 2699 financial statements of the issuer are audited, reviewed, or 2700 compiled, the most recent year-end financial statements must 2701 include any related statement by the independent certified 2702 public accountant; a balance sheet dated not more than 120 days 2703 before the date of the exchange offer; and information 2704 pertaining to the management, business, results of operations 2705 for the period covered by the foregoing financial statements, 2706 and material loss contingencies of the issuer. 2707 (c)A merger and acquisition broker engaged in a 2708 transaction exempt under s. 517.061(7) s. 517.061(22) is exempt 2709 from registration under this section unless the merger and 2710 acquisition broker: 2711 1.Directly or indirectly, in connection with the transfer 2712 of ownership of an eligible privately held company, receives, 2713 holds, transmits, or has custody of the funds or securities to 2714 be exchanged by the parties to the transaction; 2715 2.Engages on behalf of an issuer in a public offering of 2716 any class of securities which is registered, or which is 2717 required to be registered, with the United States Securities and 2718 Exchange Commission under the Securities Exchange Act of 1934, 2719 15 U.S.C. ss. 78a et seq., or with the office under s. 517.07; 2720 or for which the issuer files, or is required to file, periodic 2721 information, documents, and reports under s. 15(d) of the 2722 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d); 2723 3.Engages on behalf of any party in a transaction 2724 involving a public shell company; 2725 4.Is subject to a suspension or revocation of registration 2726 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15 2727 U.S.C. s. 78o(b)(4); 2728 5.Is subject to a statutory disqualification described in 2729 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 2730 78c(a)(39); 2731 6.Is subject to a disqualification under the United States 2732 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 2733 230.506(d); or 2734 7.Is subject to a final order described in s. 15(b)(4)(H) 2735 of the Securities Exchange Act of 1934, 15 U.S.C. s. 2736 78o(b)(4)(H). 2737 Section 23.Subsection (6) of section 517.1201, Florida 2738 Statutes, is amended to read: 2739 517.1201Notice filing requirements for federal covered 2740 advisers. 2741 (6)All fees collected under this section become the 2742 revenue of the state, except for those assessments provided for 2743 under s. 517.131(2) s. 517.131(1) until such time as the 2744 Securities Guaranty Fund satisfies the statutory limits, and are 2745 not returnable in the event that a notice filing is withdrawn. 2746 Section 24.Subsections (4) and (8) of section 517.1202, 2747 Florida Statutes, are amended to read: 2748 517.1202Notice-filing requirements for branch offices. 2749 (4)A branch office notice-filing under this section shall 2750 be summarily suspended by the office if the notice-filer fails 2751 to provide to the office, within 30 days after a written request 2752 by the office, all of the information required by this section 2753 and the rules adopted under this section. The summary suspension 2754 shall be in effect for the branch office until such time as the 2755 notice-filer submits the requested information to the office, 2756 pays a fine as prescribed by s. 517.191(9) s. 517.221(3), and a 2757 final order is entered. At such time, the suspension shall be 2758 lifted. For purposes of s. 120.60(6), failure to provide all 2759 information required by this section and the underlying rules 2760 constitutes immediate and serious danger to the public health, 2761 safety, and welfare. If the notice-filer fails to provide all of 2762 the requested information within a period of 90 days, the 2763 notice-filing shall be revoked by the office. 2764 (8)All fees collected under this section become the 2765 revenue of the state, except for those assessments provided for 2766 under s. 517.131(2) s. 517.131(1) until such time as the 2767 Securities Guaranty Fund satisfies the statutory limits, and are 2768 not returnable in the event that a branch office notice-filing 2769 is withdrawn. 2770 Section 25.Subsection (2) of section 517.302, Florida 2771 Statutes, is amended to read: 2772 517.302Criminal penalties; alternative fine; Anti-Fraud 2773 Trust Fund; time limitation for criminal prosecution. 2774 (2)Any person who violates s. 517.301 the provisions of s. 2775 517.312(1) by obtaining money or property of an aggregate value 2776 exceeding $50,000 from five or more persons is guilty of a 2777 felony of the first degree, punishable as provided in s. 2778 775.082, s. 775.083, or s. 775.084. 2779 Section 26.This act shall take effect October 1, 2024.