Florida Senate - 2024 CS for CS for SB 532 By the Committees on Fiscal Policy; and Banking and Insurance; and Senator Brodeur 594-03381-24 2024532c2 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), (5), and (6) 212 through (25) of section 517.021, Florida Statutes, are 213 redesignated as subsections (4), (5), (6), and (8) through (27), 214 respectively, new subsections (3) and (7) are added to that 215 section, and subsection (1) and present subsections (4), (8), 216 (9), and (14) of that section are amended, to read: 217 517.021Definitions.When used in this chapter, unless the 218 context otherwise indicates, the following terms have the 219 following respective meanings: 220 (1)Accredited investor shall be defined by rule of the 221 commission in accordance with Securities and Exchange Commission 222 Rule 501, 17 C.F.R. s. 230.501, as amended. 223 (3)Angel investor group means a group of accredited 224 investors who hold regular meetings and have defined processes 225 and procedures for making investment decisions, individually or 226 among the membership of the group, and who are not associated 227 persons, affiliates, or agents of a dealer or investment 228 adviser. 229 (5)(4)Boiler room means an enterprise in which two or 230 more persons in a common scheme or enterprise solicit potential 231 investors through telephone calls, e-mail, text messages, social 232 media, chat rooms, or other electronic means engage in telephone 233 communications with members of the public using two or more 234 telephones at one location, or at more than one location in a 235 common scheme or enterprise. 236 (7)Business entity means any corporation, partnership, 237 limited partnership, limited liability company, proprietorship, 238 firm, enterprise, franchise, association, self-employed 239 individual, or trust, which may or may not be fictitiously 240 named, doing business in this state. 241 (10)(a)(8)Dealer includes, unless otherwise specified, a 242 person, other than an associated person of a dealer, that 243 engages, for all or part of the persons time, directly or 244 indirectly, as agent or principal in the business of offering, 245 buying, selling, or otherwise dealing or trading in securities 246 issued by another person. 247 (b)The term dealer does not include any of the 248 following: 249 1.(a)A licensed practicing attorney who renders or 250 performs any such services in connection with the regular 251 practice of the attorneys profession. 252 2.(b)A bank authorized to do business in this state, 253 except nonbank subsidiaries of a bank. 254 3.(c)A trust company having trust powers that it is 255 authorized to exercise in this state, which renders or performs 256 services in a fiduciary capacity incidental to the exercise of 257 its trust powers. 258 4.(d)A wholesaler selling exclusively to dealers. 259 5.(e)A person buying and selling for the persons own 260 account exclusively through a registered dealer or stock 261 exchange. 262 6.(f)An issuer. 263 7.(g)A natural person representing an issuer in the 264 purchase, sale, or distribution of the issuers own securities 265 if such person: 266 a.1.Is an officer, a director, a limited liability company 267 manager or managing member, or a bona fide employee of the 268 issuer; 269 b.2.Has not participated in the distribution or sale of 270 securities for any issuer for which such person was, within the 271 preceding 12 months, an officer, a director, a limited liability 272 company manager or managing member, or a bona fide employee; 273 c.3.Primarily performs, or is intended to perform at the 274 end of the distribution, substantial duties for, or on behalf 275 of, the issuer other than in connection with transactions in 276 securities; and 277 d.4.Does not receive a commission, compensation, or other 278 consideration for the completed sale of the issuers securities 279 apart from the compensation received for regular duties to the 280 issuer. 281 (11)(9)Federal covered adviser means a person that is 282 registered or required to be registered under s. 203 of the 283 Investment Advisers Act of 1940, as amended. The term does not 284 include any person that is excluded from the definition of 285 investment adviser under subparagraphs (16)(b)1.-7. and 9 286 (14)(b)1.-8. 287 (16)(a)(14)(a)Investment adviser means a person, other 288 than an associated person of an investment adviser or a federal 289 covered adviser, that receives compensation, directly or 290 indirectly, and engages for all or part of the persons time, 291 directly or indirectly, or through publications or writings, in 292 the business of advising others as to the value of securities or 293 as to the advisability of investments in, purchasing of, or 294 selling of securities. 295 (b)The term does not include any of the following: 296 1.A dealer or an associated person of a dealer whose 297 performance of services in paragraph (a) is solely incidental to 298 the conduct of the dealers or associated persons business as a 299 dealer and who does not receive special compensation for those 300 services. 301 2.A licensed practicing attorney or certified public 302 accountant whose performance of such services is solely 303 incidental to the practice of the attorneys or accountants 304 profession. 305 3.A bank authorized to do business in this state. 306 4.A bank holding company as defined in the Bank Holding 307 Company Act of 1956, as amended, authorized to do business in 308 this state. 309 5.A trust company having trust powers, as defined in s. 310 658.12, which it is authorized to exercise in this state, which 311 trust company renders or performs investment advisory services 312 in a fiduciary capacity incidental to the exercise of its trust 313 powers. 314 6.A person that renders investment advice exclusively to 315 insurance or investment companies. 316 7.A person that, during the preceding 12 months, has fewer 317 than six clients who are residents of this state. As used in 318 this subparagraph, the term client has the same meaning as 319 provided in Securities and Exchange Commission Rule 275.222-2, 320 17 C.F.R. s. 275.222-2, as amended does not hold itself out to 321 the general public as an investment adviser and has no more than 322 15 clients within 12 consecutive months in this state. 323 8.A person whose transactions in this state are limited to 324 those transactions described in s. 222(d) of the Investment 325 Advisers Act of 1940, as amended. Those clients listed in 326 subparagraph 6. may not be included when determining the number 327 of clients of an investment adviser for purposes of s. 222(d) of 328 the Investment Advisers Act of 1940, as amended. 329 9.A federal covered adviser. 330 9.The United States, a state, or any political subdivision 331 of a state, or any agency, authority, or instrumentality of any 332 such entity; a business entity that is wholly owned directly or 333 indirectly by such a governmental entity; or any officer, agent, 334 or employee of any such governmental or business entity who is 335 acting within the scope of his or her official duties. 336 Section 2.Present subsections (9) and (10) of section 337 517.051, Florida Statutes, are redesignated as subsections (10) 338 and (11), respectively, and amended, a new subsection (9) is 339 added to that section, and subsections (1), (3), (4), and (8) of 340 that section are amended, to read: 341 517.051Exempt securities.The exemptions provided herein 342 from the registration requirements of s. 517.07 are self 343 executing and do not require any filing with the office prior to 344 claiming such exemption. Any person who claims entitlement to 345 any of these exemptions bears the burden of proving such 346 entitlement in any proceeding brought under this chapter. The 347 registration provisions of s. 517.07 do not apply to any of the 348 following securities; however, such transactions are subject to 349 s. 517.301: 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), no person shall 356 directly or indirectly offer or sell securities, other than 357 general obligation bonds, described under this subsection if the 358 issuer or guarantor is in default or has been in default any 359 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) applies 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 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 the issuers employees, 561 directors, managers, managing members, general partners, 562 trustees, officers, consultants, or advisors, and their family 563 members who acquire such securities from such persons through 564 gifts or domestic relations orders. This includes offers or 565 sales of such securities to all of the following persons: 566 (a)Former employees, directors, managers, managing 567 members, general partners, trustees, officers, consultants, or 568 advisors, provided that the securities are issued to such 569 persons in connection with their prior employment by or services 570 provided to the issuer. 571 (b)Insurance agents who are exclusive insurance agents of 572 the issuer, or of the issuers parents or subsidiaries, or who 573 derive more than 50 percent of their annual income from such 574 persons. 575 (9)The offer or sale of securities to a bank, trust 576 company, savings institution, insurance company, dealer, 577 investment company as defined in the Investment Company Act of 578 1940, 15 U.S.C. s. 80a-3, as amended, pension or profit-sharing 579 trust, or qualified institutional buyer, whether any of such 580 entities is acting in its individual or fiduciary capacity. 581 (10)(a)The offer or sale, by or on behalf of an issuer, of 582 its own securities if the offer or sale is part of an offering 583 made in accordance with all of the following conditions: 584 1.There are no more than 35 purchasers, or the issuer 585 reasonably believes that there are no more than 35 purchasers, 586 of the securities of the issuer in this state during an offering 587 made in reliance upon this subsection or, if such offering 588 continues for a period in excess of 12 months, in any 589 consecutive 12-month period. 590 2.Neither the issuer nor any person acting on behalf of 591 the issuer offers or sells securities pursuant to this 592 subsection by means of any form of general solicitation or 593 general advertising in this state. 594 3.Before the sale, each purchaser or the purchasers 595 representative, if any, is provided with, or given reasonable 596 access to, full and fair disclosure of all material information, 597 which must include written notification of a purchasers right 598 to void the sale under subparagraph 4. 599 4.Any sale made pursuant to this subsection is voidable by 600 the purchaser within 3 days after the first tender of 601 consideration is made by such purchaser to the issuer by 602 notifying the issuer that the purchaser expressly voids the 603 purchase. The purchasers notice to the issuer must be sent by 604 e-mail to the issuers e-mail address set forth in the 605 disclosure document provided to the purchaser or purchasers 606 representative or by hand delivery, courier service, or other 607 method by which written proof of delivery to the issuer of the 608 purchasers election to rescind the purchase is evidenced. 609 (b)The following purchasers are excluded from the 610 calculation of the number of purchasers under subparagraph 611 (a)1.: 612 1.Any spouse or child of the purchaser or any related 613 family member who has the same principal residence as such 614 purchaser. 615 2.A trust or estate in which a purchaser, any of the 616 persons related to such purchaser specified in subparagraph 1., 617 and any business entity specified in subparagraph 3., 618 collectively, have more than 50 percent of the beneficial 619 interest, excluding any contingent interest. 620 3.A business entity in which a purchaser, any of the 621 persons related to such purchaser specified in subparagraph 1., 622 and any trust or estate specified in subparagraph 2., 623 collectively, are beneficial owners of more than 50 percent of 624 the equity securities or equity interest. 625 4.An accredited investor. 626 627 A business entity must be counted as one purchaser. However, if 628 the business entity is organized for the specific purpose of 629 acquiring the securities offered and is not an accredited 630 investor, each beneficial owner of equity securities or equity 631 interests in the business entity must be counted as a separate 632 purchaser. A noncontributory employee benefit plan within the 633 meaning of Title I of the Employee Retirement Income Security 634 Act of 1974 must be counted as one purchaser if the trustee 635 makes all investment decisions for the plan. 636 (11)Offers or sales of securities by an issuer in a 637 transaction that meets all of the following conditions: 638 (a)The offers or sales of securities are made only to 639 persons who are, or who the issuer reasonably believes are, 640 accredited investors. 641 (b)The issuer is not a business entity that has an 642 undefined business operation, lacks a business plan, lacks a 643 stated investment goal for the funds being raised, or plans to 644 engage in a merger or acquisition with an unspecified business 645 entity. 646 (c)The issuer reasonably believes that all purchasers are 647 purchasing for investment and not with the view to or for sale 648 in connection with a distribution of the security. Any resale of 649 a security sold in reliance on this exemption within 12 months 650 after sale is presumed to be with a view to distribution and not 651 for investment, except a resale pursuant to a registration 652 statement effective under this chapter or pursuant to an 653 exemption available under this chapter, the Securities Act of 654 1933, as amended, or the rules and regulations adopted 655 thereunder. 656 (d)1.A general announcement of the proposed offering, made 657 by any means, includes only the following information: 658 a.The name, address, and telephone number of the issuer of 659 the securities. 660 b.The name, a brief description, and price, if known, of 661 any security to be issued. 662 c.A brief description of the business. 663 d.The type, number, and aggregate amount of securities 664 being offered. 665 e.The name, address, and telephone number of the person to 666 contact for additional information. 667 f.A statement that: 668 (I)Sales will be made only to accredited investors; 669 (II)Money or other consideration is not being solicited 670 and will not be accepted by way of this general announcement; 671 and 672 (III)The securities have not been registered with or 673 approved by any state securities agency or the Securities and 674 Exchange Commission and are being offered and sold pursuant to 675 an exemption from registration. 676 2.The issuer may, in connection with an offer, provide 677 information in addition to the information provided in the 678 general announcement as specified in subparagraph 1. if such 679 information is delivered: 680 a.Through an electronic database that is restricted to 681 persons who have been prequalified as accredited investors; or 682 b.After the issuer reasonably believes that the 683 prospective purchaser is an accredited investor. 684 (e)The issuer does not use telephone solicitation unless, 685 before placing the call, the issuer reasonably believes that the 686 prospective purchaser to be solicited is an accredited investor. 687 (f)The issuer files with the office a notice of 688 transaction, a consent to service of process, and a copy of the 689 general announcement within 15 days after the first sale is made 690 in this state. The commission may adopt by rule procedures for 691 filing documents by electronic means. 692 (g)Dissemination of the general announcement of the 693 proposed offering to persons who are not accredited investors 694 does not disqualify the issuer from claiming the exemption under 695 this subsection. 696 (12)The isolated sale or offer for sale of securities when 697 made by or on behalf of a bona fide owner, not the issuer or 698 underwriter, of the securities, who disposes of such securities 699 for the owners own account, and such sale is not made directly 700 or indirectly for the benefit of the issuer or an underwriter of 701 such securities or for the direct or indirect promotion of any 702 scheme or enterprise with the intent of violating or evading 703 this chapter. For purposes of this subsection, isolated offers 704 or sales include, but are not limited to, an isolated offer or 705 sale made by or on behalf of a bona fide owner, rather than the 706 issuer or underwriter, of the securities if: 707 (a)The offer or sale of securities is in a transaction 708 satisfying all of the conditions specified in paragraphs (10)(a) 709 and (b); or 710 (b)The offer or sale of securities is in a transaction 711 exempt under s. 4(a)(1) of the Securities Act of 1933, as 712 amended, or under Securities and Exchange Commission rules or 713 regulations. 714 (13)By or for the account of a pledgeholder, a secured 715 party as defined in s. 679.1021(1)(ttt), or a mortgagee selling 716 or offering for sale or delivery in the ordinary course of 717 business and not for the purposes of avoiding the provisions of 718 this chapter, to liquidate a bona fide debt, a security pledged 719 in good faith as security for such debt. 720 (14)An unsolicited purchase or sale of securities on order 721 of, and as the agent for, another solely and exclusively by a 722 dealer registered pursuant to s. 517.12; provided that this 723 exemption applies solely and exclusively to such registered 724 dealers and does not authorize or permit the purchase or sale of 725 securities at the direction of, and as agent for, another by any 726 person other than a dealer so registered; and provided further 727 that such purchase or sale may not be directly or indirectly for 728 the benefit of the issuer or an underwriter of such securities 729 or for the direct or indirect promotion of any scheme or 730 enterprise with the intent of violating or evading this chapter. 731 (15)A nonissuer transaction with a federal covered adviser 732 with investments under management in excess of $100 million 733 acting in the exercise of discretionary authority in a signed 734 record for the account of others. 735 (16)The sale by or through a registered dealer of any 736 securities option if, at the time of the sale of the option: 737 (a)The performance of the terms of the option is 738 guaranteed by any dealer registered under the Securities 739 Exchange Act of 1934, as amended, which guaranty and dealer are 740 in compliance with such requirements or rules as may be approved 741 or adopted by the commission; or 742 (b)1.Such options transactions are cleared by the Options 743 Clearing Corporation or any other clearinghouse recognized by 744 commission rule; 745 2.The option is not sold by or for the benefit of the 746 issuer of the underlying security; and 747 3.The underlying security may be purchased or sold on a 748 recognized securities exchange registered under the Securities 749 Exchange Act of 1934, as amended. 750 (17)(a)The offer or sale of securities, as agent or 751 principal, by a dealer registered pursuant to s. 517.12, when 752 such securities are offered or sold at a price reasonably 753 related to the current market price of such securities, provided 754 that such securities are: 755 1.Securities of an issuer for which reports are required 756 to be filed by s. 13 or s. 15(d) of the Securities Exchange Act 757 of 1934, as amended; 758 2.Securities of a company registered under the Investment 759 Company Act of 1940, as amended; 760 3.Securities of an insurance company, as that term is 761 defined in s. 2(a)(17) of the Investment Company Act of 1940, as 762 amended; or 763 4.Securities, other than any security that is a federal 764 covered security and is not subject to any registration or 765 filing requirements under this chapter, that have been listed or 766 approved for listing upon notice of issuance by a securities 767 exchange registered under the Securities Exchange Act of 1934, 768 as amended; and all securities senior to any securities so 769 listed or approved for listing upon notice of issuance, or 770 represented by subscription rights which have been so listed or 771 approved for listing upon notice of issuance, or evidences of 772 indebtedness guaranteed by an issuer with a class of securities 773 listed or approved for listing upon notice of issuance by such 774 securities exchange, such securities to be exempt only so long 775 as such listings or approvals remain in effect. The exemption 776 provided in this subparagraph does not apply when the securities 777 are suspended from listing approval for listing or trading. 778 (b)The exemption provided in this subsection does not 779 apply if the sale is made for the direct or indirect benefit of 780 an issuer or a control person of such issuer or if such 781 securities constitute the whole or part of an unsold allotment 782 to, or subscription or participation by, a dealer as an 783 underwriter of such securities. 784 (c)The exemption provided in this subsection is not 785 available for any securities that have been denied registration 786 pursuant to s. 517.111. Additionally, the office may deny this 787 exemption with reference to any particular security, other than 788 a federal covered security, by order published in such manner as 789 the office finds proper. 790 (18)Any nonissuer transaction by a registered dealer, and 791 any resale transaction by a sponsor of a unit investment trust 792 registered under the Investment Company Act of 1940, as amended, 793 in a security of a class that has been outstanding in the hands 794 of the public for at least 90 days; provided that, at the time 795 of the transaction, the following conditions in paragraphs (a), 796 (b), and (c) and either paragraph (d) or paragraph (e) are met: 797 (a)The issuer of the security is actually engaged in 798 business and is not in the organizational stage or in bankruptcy 799 or receivership and is not a blank check, blind pool, or shell 800 company whose primary plan of business is to engage in a merger 801 or combination of the business with, or an acquisition of, an 802 unidentified person. 803 (b)The security is sold at a price reasonably related to 804 the current market price of the security. 805 (c)The security does not constitute the whole or part of 806 an unsold allotment to, or a subscription or participation by, 807 the dealer as an underwriter of the security. 808 (d)The security is listed in a nationally recognized 809 securities manual designated by rule of the commission or a 810 document filed with and publicly viewable through the Securities 811 and Exchange Commission electronic data gathering and retrieval 812 system and contains: 813 1.A description of the business and operations of the 814 issuer; 815 2.The names of the issuers officers and directors, if 816 any, or, in the case of an issuer not domiciled in the United 817 States, the corporate equivalents of such persons in the 818 issuers country of domicile; 819 3.An audited balance sheet of the issuer as of a date 820 within 18 months before such transaction or, in the case of a 821 reorganization or merger in which parties to the reorganization 822 or merger had such audited balance sheet, a pro forma balance 823 sheet; and 824 4.An audited income statement for each of the issuers 825 immediately preceding 2 fiscal years, or for the period of 826 existence of the issuer, if in existence for less than 2 years 827 or, in the case of a reorganization or merger in which the 828 parties to the reorganization or merger had such audited income 829 statement, a pro forma income statement. 830 (e)1.The issuer of the security has a class of equity 831 securities listed on a national securities exchange registered 832 under the Securities Exchange Act of 1934, as amended; 833 2.The class of security is quoted, offered, purchased, or 834 sold through an alternative trading system registered under 835 Securities and Exchange Commission Regulation ATS, 17 C.F.R. s. 836 242.301, as amended, and the issuer of the security has made 837 current information publicly available in accordance with 838 Securities and Exchange Commission Rule 15c2-11, 17 C.F.R. s. 839 240.15c2-11, as amended; 840 3.The issuer of the security is a unit investment trust 841 registered under the Investment Company Act of 1940, as amended; 842 4.The issuer of the security has been engaged in 843 continuous business, including predecessors, for at least 3 844 years; or 845 5.The issuer of the security has total assets of at least 846 $2 million based on an audited balance sheet as of a date within 847 18 months before such transaction or, in the case of a 848 reorganization or merger in which parties to the reorganization 849 or merger had such audited balance sheet, a pro forma balance 850 sheet. 851 (19)The offer or sale of any security effected by or 852 through a person in compliance with s. 517.12(16). 853 (20)A nonissuer transaction in an outstanding security by 854 or through a dealer registered or exempt from registration under 855 this chapter, if all of the following are true: 856 (a)The issuer is a reporting issuer in a foreign 857 jurisdiction designated by this subsection or by commission 858 rule, and the issuer has been subject to continuous reporting 859 requirements in such foreign jurisdiction for not less than 180 860 days before the transaction. 861 (b)The security is listed on the securities exchange 862 designated by this subsection or by commission rule, is a 863 security of the same issuer which is of senior or substantially 864 equal rank to the listed security, or is a warrant or right to 865 purchase or subscribe to any such security. 866 867 For purposes of this subsection, Canada, together with its 868 provinces and territories, is designated as a foreign 869 jurisdiction, and The Toronto Stock Exchange, Inc., is 870 designated as a securities exchange. If, after an administrative 871 hearing in compliance with ss. 120.569 and 120.57, the office 872 finds that revocation is necessary or appropriate in furtherance 873 of the public interest and for the protection of investors, it 874 may revoke the designation of a securities exchange under this 875 subsection. 876 (21)Other transactions exempted by commission rule upon a 877 finding by the office that the application of s. 517.07 to a 878 particular transaction is not necessary or appropriate in 879 furtherance of the public interest and for the protection of 880 investors due to the small dollar amount of the securities 881 involved or the limited character of the offering. In 882 conjunction with its adoption by rule of such exemptions, the 883 commission may exempt persons selling or offering for sale 884 securities in such a transaction from the registration 885 requirements of s. 517.12. A rule adopted by the commission 886 under this subsection may not have the effect of narrowing or 887 limiting any exemption specified in this section. 888 Section 4.Section 517.0611, Florida Statutes, is amended 889 to read: 890 517.0611The Florida Limited Offering Exemption Intrastate 891 crowdfunding. 892 (1)This section may be cited as the The Florida Limited 893 Offering Intrastate Crowdfunding Exemption. 894 (2)The registration provisions of s. 517.07 do not apply 895 to a securities transaction conducted in accordance with this 896 section; however, such transaction is subject to s. 517.301 897 Notwithstanding any other provision of this chapter, an offer or 898 sale of a security by an issuer is an exempt transaction under 899 s. 517.061 if the offer or sale is conducted in accordance with 900 this section. The exemption provided in this section may not be 901 used in conjunction with any other exemption under s. 517.051 or 902 s. 517.061. 903 (3)The offer or sale of securities under this section must 904 be conducted in accordance with the requirements of the federal 905 exemption for intrastate offerings in s. 3(a)(11) of the 906 Securities Act of 1933, 15 U.S.C. s. 77c(a)(11), as amended, and 907 United States Securities and Exchange Commission Rule 147, 17 908 C.F.R. s. 230.147, as amended, or Securities and Exchange 909 Commission Rule 147A, 17. C.F.R. s. 230.147A, as amended adopted 910 pursuant to the Securities Act of 1933. 911 (4)An issuer must: 912 (a)Must be a for-profit business entity that maintains 913 formed under the laws of the state, be registered with the 914 Secretary of State, maintain its principal place of business in 915 the state, and derives derive its revenues primarily from 916 operations in this the state. 917 (b)Must conduct transactions for an the offering of $2.5 918 million or more through a dealer registered with the office or 919 an intermediary registered under s. 517.12 s. 517.12(19). For an 920 offering of less than $2.5 million, the issuer may, but is not 921 required to, use such a dealer or intermediary. 922 (c)May not be, either before or as a result of the 923 offering, an investment company as defined in s. 3 of the 924 Investment Company Act of 1940, 15 U.S.C. s. 80a-3, as amended, 925 or subject to the reporting requirements of s. 13 or s. 15(d) of 926 the Securities Exchange Act of 1934, 15 U.S.C. s. 78m or s. 927 78o(d), as amended. 928 (d)May not be a business entity that has company with an 929 undefined business operation, a company that lacks a business 930 plan, a company that lacks a stated investment goal for the 931 funds being raised, or a company that plans to engage in a 932 merger or acquisition with an unspecified business entity. 933 (e)May not be subject to a disqualification established by 934 the commission or office or a disqualification described in s. 935 517.0616 or s. 517.1611 or United States Securities and Exchange 936 Commission Rule 506(d), 17 C.F.R. 230.506(d), adopted pursuant 937 to the Securities Act of 1933. Each director, officer, manager, 938 managing member, or general partner, or person occupying a 939 similar status or performing a similar function, or person 940 holding more than 20 percent of the equity interest shares of 941 the issuer, is subject to this paragraph requirement. 942 (f)Must deposit all funds received from investors in an 943 account in Execute an escrow agreement with a federally insured 944 financial institution authorized to do business in this the 945 state and maintain all such funds in the account until the 946 target offering amount has been reached or the offering has been 947 terminated or has expired. If the target offering amount has not 948 been reached within the period specified by the issuer in the 949 disclosure statement provided to investors, or if the offering 950 is terminated or expires, the issuer must refund invested funds 951 to all investors within 10 business days after such occurrence 952 for the deposit of investor funds, and ensure that all offering 953 proceeds are provided to the issuer only when the aggregate 954 capital raised from all investors is equal to or greater than 955 the target offering amount. 956 (g)Must use all funds in accordance with the use of 957 proceeds as disclosed to prospective investors Allow investors 958 to cancel a commitment to invest within 3 business days before 959 the offering deadline, as stated in the disclosure statement, 960 and issue refunds to all investors if the target offering amount 961 is not reached by the offering deadline. 962 (5)The issuer must file a notice of the offering with the 963 office, in writing or in electronic form, in a format prescribed 964 by commission rule, together with a nonrefundable filing fee of 965 $200. The filing fee must shall be deposited into the Regulatory 966 Trust Fund of the office. The commission may adopt rules 967 establishing procedures for the deposit of fees and the filing 968 of documents by electronic means if the procedures provide the 969 office with the information and data required by this section. A 970 notice is effective upon receipt, by the office, of the 971 completed form, filing fee, and an irrevocable written consent 972 to service of civil process, similar to that provided for in s. 973 517.101. The notice may be terminated by filing with the office 974 a notice of termination. The notice and offering expire 12 975 months after filing the notice with the office and are not 976 eligible for renewal. The notice must: 977 (a)Be filed with the office at least 10 days before the 978 issuer commences an offering of securities or the offering is 979 displayed on a website of an intermediary in reliance upon the 980 exemption provided by this section. 981 (b)Indicate that the issuer is conducting an offering in 982 reliance upon the exemption provided by this section. 983 (c)Contain the name and contact information, including an 984 e-mail address, of the issuer. 985 (d)Identify any predecessors, owners, officers, directors, 986 general partners, managers, managing members, and control 987 persons or any person occupying a similar status or performing a 988 similar function of the issuer, including that persons title, 989 his or her status as a partner, trustee, or sole proprietor or a 990 similar role, and his or her ownership percentage. 991 (e)Identify the federally insured financial institution 992 into, authorized to do business in the state, in which investor 993 funds will be deposited, in accordance with the escrow 994 agreement. 995 (f)Require an attestation under oath that the issuer, its 996 predecessors, affiliated issuers, directors, officers, and 997 control persons, or any other person occupying a similar status 998 or performing a similar function, are not currently and have not 999 been within the past 10 years the subject of regulatory or 1000 criminal actions involving fraud or deceit. 1001 (g)Include documentation verifying that the issuer is 1002 organized under the laws of the state and authorized to do 1003 business in the state. 1004 (h)If applicable, include the intermediarys website 1005 address where the issuers securities will be offered. 1006 (g)(i)State Include the target offering amount and the 1007 date, not to exceed 365 days, by which the target amount must be 1008 reached in order to avoid termination of the offering. 1009 (6)The issuer must amend the notice form within 10 1010 business 30 days after any material information contained in the 1011 notice becomes inaccurate for any reason. The commission may 1012 require, by rule, an issuer who has filed a notice under this 1013 section to file amendments with the office. 1014 (7)The issuer may engage in general advertising and 1015 general solicitation of the offering to prospective investors. 1016 Any oral or written statements in advertising or solicitation of 1017 the offering which contain a material misstatement, or which 1018 fail to disclose material information, are subject to 1019 enforcement under this chapter. Any general advertising or other 1020 general announcement must state that the offering is limited and 1021 open only to residents of this state. 1022 (8)The issuer must provide a disclosure statement to 1023 investors and the dealer or intermediary, along with a copy to 1024 the office at the time that the notice is filed, and make 1025 available to potential investors through the dealer or 1026 intermediary, as applicable; to the office at the time that the 1027 notice is filed; and to each prospective investor at least 3 1028 days before the investors commitment to purchase or payment of 1029 any consideration. The, a disclosure statement must contain 1030 containing material information about the issuer and the 1031 offering, including all of the following: 1032 (a)The name, legal status, physical address, e-mail 1033 address, and website address of the issuer. 1034 (b)The names of the directors, officers, managers, 1035 managing members, and general partners and any person occupying 1036 a similar status or performing a similar function, and the name 1037 and ownership percentage of each person holding more than 20 1038 percent of the issuers equity interests shares of the issuer. 1039 (c)A description of the current business of the issuer and 1040 the anticipated business plan of the issuer. 1041 (d)A description of the stated purpose and intended use of 1042 the proceeds of the offering. 1043 (e)The target offering amount and, the deadline to reach 1044 the target offering amount, and regular updates regarding the 1045 progress of the issuer in meeting the target offering amount. 1046 (f)The price to the public of the securities or the method 1047 for determining the price. However, before the sale, each 1048 investor must receive in writing the final price and all 1049 required disclosures and have an opportunity to rescind the 1050 commitment to purchase the securities. 1051 (g)A description of the ownership and capital structure of 1052 the issuer, including: 1053 1.Terms of the securities being offered and each class of 1054 security of the issuer, including how those terms may be 1055 modified, and a summary of the differences between such 1056 securities, including how the rights of the securities being 1057 offered may be materially limited, diluted, or qualified by 1058 rights of any other class of security of the issuer. 1059 2.A description of how the exercise of the rights held by 1060 the principal equity holders shareholders of the issuer could 1061 negatively impact the purchasers of the securities being 1062 offered. 1063 3.The name and ownership level of each existing 1064 shareholder who owns more than 20 percent of any class of the 1065 securities of the issuer. 1066 4.How the securities being offered are being valued, and 1067 examples of methods of how such securities may be valued by the 1068 issuer in the future, including during subsequent corporate 1069 actions. 1070 5.The risks to purchasers of the securities relating to 1071 minority ownership in the issuer, the risks associated with 1072 corporate action, including additional issuances of shares, a 1073 sale of the issuer or of assets of the issuer, or transactions 1074 with related parties. 1075 (h)A statement that the security being offered is not 1076 registered under federal or state securities laws and that the 1077 securities are subject to the limitation on resale contained in 1078 Securities and Exchange Commission Rule 147 or Rule 147A. 1079 (i)Any issuer plans, formal or informal, to offer 1080 additional securities in the future. 1081 (j)The risks to purchasers of the securities relating to 1082 minority ownership in the issuer. 1083 (k)(h)A description of the financial condition of the 1084 issuer. 1085 1.For offerings that, in combination with all other 1086 offerings of the issuer within the preceding 12-month period, 1087 have target offering amounts of $500,000 $100,000 or less, the 1088 financial statements of the issuer may be, but are not required 1089 to be, included description must include the most recent income 1090 tax return filed by the issuer, if any, and a financial 1091 statement that must be certified by the principal executive 1092 officer of the issuer as true and complete in all material 1093 respects. 1094 2.For offerings that, in combination with all other 1095 offerings of the issuer within the preceding 12-month period, 1096 have target offering amounts of more than $500,000 $100,000, but 1097 not more than $2.5 million $500,000, the description must 1098 include financial statements prepared in accordance with 1099 generally accepted accounting principles and reviewed by a 1100 certified public accountant, as defined in s. 473.302, who is 1101 independent of the issuer, using professional standards and 1102 procedures for such review or standards and procedures 1103 established by commission the office, by rule, for such purpose. 1104 3.For offerings that, in combination with all other 1105 offerings of the issuer within the preceding 12-month period, 1106 have target offering amounts of more than $2.5 million $500,000, 1107 the description must include audited financial statements 1108 prepared in accordance with generally accepted accounting 1109 principles by a certified public accountant, as defined in s. 1110 473.302, who is independent of the issuer, and other 1111 requirements as the commission may establish by rule. 1112 (l)(i)The following statement in boldface, conspicuous 1113 type on the front page of the disclosure statement: 1114 1115 Neither the Securities and Exchange Commission nor any 1116 state securities commission has approved or 1117 disapproved these securities or determined if this 1118 disclosure statement is truthful or complete. Any 1119 representation to the contrary is a criminal offense. 1120 1121 These securities are offered under, and will be sold 1122 in reliance upon, an exemption from the registration 1123 requirements of federal and Florida securities laws. 1124 Consequently, Neither the Federal Government nor the 1125 State of Florida has reviewed the accuracy or 1126 completeness of any offering materials. In making an 1127 investment decision, investors must rely on their own 1128 examination of the issuer and the terms of the 1129 offering, including the merits and risks involved. 1130 These securities are subject to restrictions on 1131 transferability and resale and may not be transferred 1132 or resold except as specifically authorized by 1133 applicable federal and state securities laws. 1134 Investing in these securities involves a speculative 1135 risk, and investors should be able to bear the loss of 1136 their entire investment. 1137 1138 (8)The issuer shall provide to the office a copy of the 1139 escrow agreement with a financial institution authorized to 1140 conduct business in this state. All investor funds must be 1141 deposited in the escrow account. The escrow agreement must 1142 require that all offering proceeds be released to the issuer 1143 only when the aggregate capital raised from all investors is 1144 equal to or greater than the minimum target offering amount 1145 specified in the disclosure statement as necessary to implement 1146 the business plan, and that all investors will receive a full 1147 return of their investment commitment if that target offering 1148 amount is not raised by the date stated in the disclosure 1149 statement. 1150 (9)The sum of all cash and other consideration received 1151 for sales of a security under this section may not exceed $5 $1 1152 million, less the aggregate amount received for all sales of 1153 securities by the issuer within the 12 months preceding the 1154 first offer or sale made in reliance upon this exemption. Offers 1155 or sales to a person owning 20 percent or more of the 1156 outstanding equity interests shares of any class or classes of 1157 securities or to an officer, director, manager, managing member, 1158 general partner, or trustee, or a person occupying a similar 1159 status, do not count toward this limitation. 1160 (10)Unless the investor is an accredited investor, or the 1161 issuer reasonably believes that the investor is an accredited 1162 investor as defined by Rule 501 of Regulation D, adopted 1163 pursuant to the Securities Act of 1933, the aggregate amount of 1164 securities sold by an issuer to an investor in transactions 1165 exempt from registration requirements under this subsection in a 1166 12-month period may not exceed $10,000: 1167 (a)The greater of $2,000 or 5 percent of the annual income 1168 or net worth of such investor, if the annual income or the net 1169 worth of the investor is less than $100,000. 1170 (b)Ten percent of the annual income or net worth of such 1171 investor, not to exceed a maximum aggregate amount sold of 1172 $100,000, if either the annual income or net worth of the 1173 investor is equal to or exceeds $100,000. 1174 (11)The issuer shall file with the office and provide to 1175 investors free of charge an annual report of the results of 1176 operations and financial statements of the issuer within 45 days 1177 after the end of its fiscal year, until no securities under this 1178 offering are outstanding. The annual reports must meet the 1179 following requirements: 1180 (a)Include an analysis by management of the issuer of the 1181 business operations and the financial condition of the issuer, 1182 and disclose the compensation received by each director, 1183 executive officer, and person having an ownership interest of 20 1184 percent or more of the issuer, including cash compensation 1185 earned since the previous report and on an annual basis, and any 1186 bonuses, stock options, other rights to receive securities of 1187 the issuer, or any affiliate of the issuer, or other 1188 compensation received. 1189 (b)Disclose any material change to information contained 1190 in the disclosure statements which was not disclosed in a 1191 previous report. 1192 (11)(12)(a)A notice-filing under this section must shall 1193 be summarily suspended by the office if: 1194 (a)The payment for the filing is dishonored by the 1195 financial institution upon which the funds are drawn. For 1196 purposes of s. 120.60(6), failure to pay the required notice 1197 filing fee constitutes an immediate and serious danger to the 1198 public health, safety, and welfare. The office shall enter a 1199 final order revoking a notice-filing in which the payment for 1200 the filing is dishonored by the financial institution upon which 1201 the funds are drawn; or. 1202 (b)A notice-filing under this section shall be summarily 1203 suspended by the office if The issuer made a material false 1204 statement in the issuers notice-filing. The summary suspension 1205 remains shall remain in effect until a final order is entered by 1206 the office. For purposes of s. 120.60(6), a material false 1207 statement made in the issuers notice-filing constitutes an 1208 immediate and serious danger to the public health, safety, and 1209 welfare. If an issuer made a material false statement in the 1210 issuers notice-filing, the office must shall enter a final 1211 order revoking the notice-filing, issue a fine as prescribed by 1212 s. 517.191(9) s. 517.221(3), and issue permanent bars under s. 1213 517.191(10) s. 517.221(4) to the issuer and all owners, 1214 officers, directors, managers, managing members, general 1215 partners, and control persons, or any person occupying a similar 1216 status or performing a similar function of the issuer, including 1217 title; status as a partner, trustee, sole proprietor, or similar 1218 role; and ownership percentage. 1219 (12)(13)If the issuer employs the services of an 1220 intermediary, the An intermediary must: 1221 (a)Take measures, as established by commission rule, to 1222 reduce the risk of fraud with respect to the transactions, 1223 including verifying that the issuer is in compliance with the 1224 requirements of this section and, if necessary, denying an 1225 issuer access to its platform if the intermediary believes it is 1226 unable to adequately assess the risk of fraud of the issuer or 1227 its potential offering. 1228 (b)Provide basic information on its website regarding the 1229 high risk of investment in and limitation on the resale of 1230 exempt securities and the potential for loss of an entire 1231 investment. The basic information must include, but need not be 1232 limited to, all of the following: 1233 1.A description of the financial institution into which 1234 investor funds will be deposited escrow agreement that the 1235 issuer has executed and the conditions for the use release of 1236 such funds by to the issuer in accordance with the agreement and 1237 subsection (4). 1238 2.A description of whether financial information provided 1239 by the issuer has been audited by an independent certified 1240 public accountant, as defined in s. 473.302. 1241 (c)Obtain from each prospective investor a zip code or 1242 residence address, a copy of a driver license, and any other 1243 proof of residency in order for the issuer or intermediary to 1244 reasonably believe that the potential investor is a resident of 1245 this state. The commission may adopt rules authorizing 1246 additional forms of identification and prescribing the process 1247 for verifying any identification presented by the prospective 1248 investor. 1249 (d)Obtain information sufficient for the issuer or 1250 intermediary to reasonably believe that a particular prospective 1251 investor is an accredited investor 1252 (c)Obtain a zip code or residence address from each 1253 potential investor who seeks to view information regarding 1254 specific investment opportunities, in order to confirm that the 1255 potential investor is a resident of the state. 1256 (d)Obtain and verify a valid Florida driver license number 1257 or Florida identification card number from each investor before 1258 purchase of a security to confirm that the investor is a 1259 resident of the state. The commission may adopt rules 1260 authorizing additional forms of identification and prescribing 1261 the process for verifying any identification presented by the 1262 investor. 1263 (e)Obtain an affidavit from each investor stating that the 1264 investment being made by the investor is consistent with the 1265 income requirements of subsection (10). 1266 (f)Direct the release of investor funds in escrow in 1267 accordance with subsection (4). 1268 (g)Direct investors to transmit funds directly to the 1269 financial institution designated in the escrow agreement to hold 1270 the funds for the benefit of the investor. 1271 (e)(h)Provide a monthly update for each offering, after 1272 the first full month after the date of the offering. The update 1273 must be accessible on the intermediarys website and must 1274 display the date and amount of each sale of securities, and each 1275 cancellation of commitment to invest, in the previous calendar 1276 month. 1277 (i)Require each investor to certify in writing, including 1278 as part of such certification his or her signature and his or 1279 her initials next to each paragraph of the certification, as 1280 follows: 1281 I understand and acknowledge that: 1282 I am investing in a high-risk, speculative business 1283 venture. I may lose all of my investment, and I can afford the 1284 loss of my investment. 1285 This offering has not been reviewed or approved by any 1286 state or federal securities commission or other regulatory 1287 authority and no regulatory authority has confirmed the accuracy 1288 or determined the adequacy of any disclosure made to me relating 1289 to this offering. 1290 The securities I am acquiring in this offering are illiquid 1291 and are subject to possible dilution. There is no ready market 1292 for the sale of the securities. It may be difficult or 1293 impossible for me to sell or otherwise dispose of the 1294 securities, and I may be required to hold the securities 1295 indefinitely. 1296 I may be subject to tax on my share of the taxable income 1297 and losses of the issuer, whether or not I have sold or 1298 otherwise disposed of my investment or received any dividends or 1299 other distributions from the issuer. 1300 By entering into this transaction with the issuer, I am 1301 affirmatively representing myself as being a Florida resident at 1302 the time this contract is formed, and if this representation is 1303 subsequently shown to be false, the contract is void. 1304 If I resell any of the securities I am acquiring in this 1305 offering to a person that is not a Florida resident within 9 1306 months after the closing of the offering, my contract with the 1307 issuer for the purchase of these securities is void. 1308 (j)Require each investor to answer questions demonstrating 1309 an understanding of the level of risk generally applicable to 1310 investments in startups, emerging businesses, and small issuers, 1311 and an understanding of the risk of illiquidity. 1312 (f)(k)Take reasonable steps to protect personal 1313 information collected from investors, as required by s. 501.171. 1314 (g)(l)Prohibit its directors, and officers, managers, 1315 managing members, general partners, employees, and agents from 1316 having any financial interest in the issuer using its services. 1317 (m)Implement written policies and procedures that are 1318 reasonably designed to achieve compliance with federal and state 1319 securities laws; comply with the anti-money laundering 1320 requirements of 31 C.F.R. chapter X applicable to registered 1321 brokers; and comply with the privacy requirements of 17 C.F.R. 1322 part 248 relating to brokers. 1323 (13)(14)An intermediary not registered as a dealer under 1324 s. 517.12(5) may not: 1325 (a)Offer investment advice or recommendations. A refusal 1326 by an intermediary to post an offering that it deems not 1327 credible or that represents a potential for fraud may not be 1328 construed as an offer of investment advice or recommendation. 1329 (b)Solicit purchases, sales, or offers to buy securities 1330 offered or displayed on its website. 1331 (c)Compensate employees, agents, or other persons for the 1332 solicitation of, or based on the sale of, securities offered or 1333 displayed on its website. 1334 (d)Hold, manage, possess, or otherwise handle investor 1335 funds or securities. 1336 (e)Compensate promoters, finders, or lead generators for 1337 providing the intermediary with the personal identifying 1338 information of any prospective potential investor. 1339 (f)Engage in any other activities set forth by commission 1340 rule. 1341 (14)If the issuer does not employ a dealer or an 1342 intermediary for an offering pursuant to the exemption created 1343 under this section, the issuer must fulfill each of the 1344 obligations specified in paragraphs (12)(c)-(f). 1345 (15)Any sale made pursuant to the exemption created under 1346 this section is voidable by the purchaser within 3 days after 1347 the first tender of consideration is made by such purchaser to 1348 the issuer by notifying the issuer that the purchaser expressly 1349 voids the purchase. The purchasers notice to the issuer must be 1350 sent by e-mail to the issuers e-mail address set forth in the 1351 disclosure statement that is provided to the purchaser or 1352 purchasers representative or by certified mail or overnight 1353 delivery service with proof of delivery to the mailing address 1354 set forth in the disclosure statement All funds received from 1355 investors must be directed to the financial institution 1356 designated in the escrow agreement to hold the funds and must be 1357 used in accordance with representations made to investors by the 1358 intermediary. If an investor cancels a commitment to invest, the 1359 intermediary must direct the financial institution designated to 1360 hold the funds to promptly refund the funds of the investor. 1361 Section 5.Section 517.0612, Florida Statutes, is created 1362 to read: 1363 517.0612Florida Invest Local Exemption. 1364 (1)This section may be cited as the Florida Invest Local 1365 Exemption. 1366 (2)The registration provisions of s. 517.07 do not apply 1367 to a securities transaction conducted in accordance with this 1368 section; however, such transaction is subject to s. 517.301. 1369 (3)The offer or sale of securities under this section must 1370 meet the requirements of the federal exemption for intrastate 1371 offerings in s. 3(a)(11) of the Securities Act of 1933, 1372 Securities and Exchange Commission Rule 147, or Securities and 1373 Exchange Commission Rule 147A, as amended. 1374 (4)The issuer must be a for-profit business entity 1375 registered with the Department of State which has its principal 1376 place of business in this state. The issuer may not be, before 1377 or as a result of the offering: 1378 (a)An investment company as defined in the Investment 1379 Company Act of 1940, as amended; 1380 (b)Subject to the reporting requirements of the Securities 1381 and Exchange Act of 1934, as amended; 1382 (c)A business entity that has an undefined business 1383 operation, lacks a business plan, lacks a stated investment goal 1384 for the funds being raised, or plans to engage in a merger or an 1385 acquisition with an unspecified business entity; or 1386 (d)Subject to a disqualification as provided in s. 1387 517.0616. 1388 (5)The sum of all cash and other consideration received 1389 from all sales of the securities in reliance upon the exemption 1390 under this section may not exceed $500,000, less the aggregate 1391 amount received for all sales of securities by the issuer within 1392 the 12 months before the first offer or sale made in reliance on 1393 this exemption. 1394 (6)(a)The issuer may not accept more than $10,000 from any 1395 single purchaser unless any of the following apply: 1396 1.The issuer reasonably believes that the purchaser is an 1397 accredited investor. 1398 2.The purchaser is an officer, director, partner, or 1399 trustee, or an individual occupying a similar status or 1400 performing similar functions, of the issuer. 1401 3.The purchaser is an owner of 10 percent or more of the 1402 issuers outstanding equity. 1403 (b)For purposes of this subsection, the following persons 1404 must be treated collectively as a single purchaser: 1405 1.Any spouse or child of the purchaser or any related 1406 family member who has the same primary residence as the 1407 purchaser. 1408 2.Any business entity of which the purchaser and any 1409 person related to the purchaser as provided in subparagraph 1. 1410 collectively own more than 50 percent of the equity interest. 1411 (7)The issuer may engage in general advertising and 1412 general solicitation of the offering. Any general advertising or 1413 other general announcement must state that the offer is limited 1414 and open only to residents of this state. Any oral or written 1415 statements in advertising or solicitation of the offer which 1416 contain a material misstatement, or which fail to disclose 1417 material information, are subject to enforcement under this 1418 chapter. 1419 (8)A purchaser must receive, at least 3 business days 1420 before any binding commitment to purchase or consideration paid, 1421 a disclosure statement that provides material information 1422 regarding the issuer, including, but not limited to, all of the 1423 following information: 1424 (a)The issuers name, type of entity, and contact 1425 information. 1426 (b)The name and contact information of each director, 1427 officer, or other manager of the issuer. 1428 (c)A description of the issuers business. 1429 (d)A description of the security being offered. 1430 (e)The total amount of the offering. 1431 (f)The intended use of proceeds from the sale of the 1432 securities. 1433 (g)The target offering amount. 1434 (h)A statement that if the target offering amount is not 1435 obtained in cash or in the value of other tangible consideration 1436 received on a date that is no more than 180 days after the 1437 commencement of the offering, the offering will be terminated, 1438 and any funds or other consideration received from purchasers 1439 must be promptly returned. 1440 (i)A statement that the security being offered is not 1441 registered under federal or state securities laws and that the 1442 securities are subject to the limitation on resale contained in 1443 Securities and Exchange Commission Rule 147 or Rule 147A. 1444 (j)The names and addresses of all persons who will be 1445 involved in the offer and sale of securities on behalf of the 1446 issuer. 1447 (k)The name of the bank or other depository institution 1448 into which investor funds will be deposited. 1449 (l)The following statement in boldface, conspicuous type: 1450 1451 Neither the Securities and Exchange Commission nor any 1452 state securities commission has approved or 1453 disapproved these securities or determined that this 1454 disclosure statement is truthful or complete. Any 1455 representation to the contrary is a criminal offense. 1456 1457 (9)All funds received from investors must be deposited 1458 into a bank or depository institution authorized to do business 1459 in this state. The issuer may not withdraw any amount of the 1460 offering proceeds unless the target offering amount has been 1461 received. 1462 (10)The issuer must file a notice of the offering with the 1463 office, in writing or in electronic form, in a format prescribed 1464 by commission rule, no less than 5 business days before the 1465 offering commences, along with the disclosure statement 1466 described in subsection (8). If there are any material changes 1467 to the information previously submitted, the issuer must, within 1468 3 business days after such material change, file an amended 1469 notice. 1470 (11)An individual, entity, or entity employee who acts as 1471 an agent for the issuer in the offer or sale of securities and 1472 is not registered as a dealer under this chapter may not do 1473 either of the following: 1474 (a)Receive compensation based upon the solicitation of 1475 purchases, sales, or offers to purchase the securities. 1476 (b)Take custody of investor funds or securities. 1477 (12)Any sale made pursuant to the exemption created under 1478 this section is voidable by the purchaser within 3 days after 1479 the first tender of consideration is made by such purchaser to 1480 the issuer by notifying the issuer that the purchaser expressly 1481 voids the purchase. The purchasers notice to the issuer must be 1482 sent by e-mail to the issuers e-mail address set forth in the 1483 disclosure statement that is provided to a purchaser or the 1484 purchasers representative or by hand delivery, courier service, 1485 or other method by which written proof of delivery to the issuer 1486 of the purchasers election to rescind the purchase is 1487 evidenced. 1488 Section 6.Section 517.0613, Florida Statutes, is created 1489 to read: 1490 517.0613Failure to comply with a securities registration 1491 exemption. 1492 (1)Failure to meet the requirements for any exemption from 1493 securities registration does not preclude the issuer from 1494 claiming the availability of any other applicable state or 1495 federal exemption. 1496 (2)The exemptions created under ss. 517.061, 517.0611, and 1497 517.0612 are not available to an issuer for any transaction or 1498 series of transactions that, although in technical compliance 1499 with the applicable provisions, is part of a plan or scheme to 1500 evade the registration provisions of s. 517.07, and registration 1501 under s. 517.07 is required in connection with such 1502 transactions. 1503 Section 7.Section 517.0614, Florida Statutes, is created 1504 to read: 1505 517.0614Integration of offerings. 1506 (1)If the safe harbors in subsection (2) do not apply in 1507 determining whether two or more offerings are to be treated as 1508 one for the purpose of registration or qualifying for an 1509 exemption from registration under this chapter, offers and sales 1510 may not be integrated if, based on the particular facts and 1511 circumstances, the issuer can establish either that each 1512 offering complies with the registration requirements of this 1513 chapter, or that an exemption from registration is available for 1514 the particular offering, provided that any transaction or series 1515 of transactions that, although in technical compliance with this 1516 chapter, is part of a plan or scheme to evade the registration 1517 requirements of this chapter will not have the effect of 1518 avoiding integration. In making this determination: 1519 (a)For an exempt offering prohibiting general 1520 solicitation, the issuer must have a reasonable belief, based on 1521 the facts and circumstances, with respect to each purchaser in 1522 the exempt offering prohibiting general solicitation, that the 1523 issuer or any person acting on the issuers behalf: 1524 1.Did not solicit such purchaser through the use of 1525 general solicitation; or 1526 2.Established a substantive relationship with such 1527 purchaser before the commencement of the exempt offering 1528 prohibiting general solicitation, provided that a purchaser 1529 previously solicited through the use of general solicitation is 1530 not deemed to have been solicited through the use of general 1531 solicitation in the current offering if, during the 45 calendar 1532 days following such previous general solicitation: 1533 a.No offer or sale of the same or similar class of 1534 securities has been made by or on behalf of the issuer, 1535 including to such purchaser; and 1536 b.The issuer or any person acting on the issuers behalf 1537 has not solicited such purchaser through the use of general 1538 solicitation for any other security. 1539 (b)For two or more concurrent exempt offerings permitting 1540 general solicitation, in addition to satisfying the requirements 1541 of the particular exemption relied on, general solicitation 1542 offering materials for one offering that includes information 1543 about the material terms of a concurrent offering under another 1544 exemption may constitute an offer of securities in such other 1545 offering, and therefore the offer must comply with all the 1546 requirements for, and restrictions on, offers under the 1547 exemption being relied on for such other offering, including any 1548 legend requirements and communications restrictions. 1549 (2)The integration analysis required by subsection (1) is 1550 not required if any of the following nonexclusive safe harbors 1551 apply: 1552 (a)An offering commenced more than 30 calendar days before 1553 the commencement of any other offering, or more than 30 calendar 1554 days after the termination or completion of any other offering, 1555 may not be integrated with such other offering, provided that 1556 for an exempt offering for which general solicitation is not 1557 permitted which follows by 30 calendar days or more an offering 1558 that allows general solicitation, paragraph (1)(a) applies. 1559 (b)Offers and sales made in compliance with any of the 1560 following provisions are not subject to integration with other 1561 offerings: 1562 1.Section 517.051 or s. 517.061, except s. 517.061(9), 1563 (10), or (11). 1564 2.Section 517.0611 or s. 517.0612. 1565 Section 8.Section 517.0615, Florida Statutes, is created 1566 to read: 1567 517.0615Solicitations of interest. 1568 (1)A communication will not be deemed to constitute 1569 general solicitation or general advertising if the communication 1570 is made in connection with a seminar or meeting in which more 1571 than one issuer participates and which is sponsored by a 1572 college, a university, or another institution of higher 1573 education; a state or local government or an instrumentality 1574 thereof; a nonprofit chamber of commerce or other nonprofit 1575 organization; or an angel investor group, incubator, or 1576 accelerator, if all of the following apply: 1577 (a)Advertising for the seminar or meeting does not 1578 reference a specific offering of securities by the issuer. 1579 (b)The sponsor of the seminar or meeting does not do any 1580 of the following: 1581 1.Make investment recommendations or provide investment 1582 advice to attendees of the seminar or meeting. 1583 2.Engage in any investment negotiations between the issuer 1584 and investors attending the seminar or meeting. 1585 3.Charge attendees of the seminar or meeting any fees, 1586 other than reasonable administrative fees. 1587 4.Receive any compensation for making introductions 1588 between seminar or meeting attendees and issuers or for 1589 investment negotiations between such parties. 1590 5.Receive any compensation with respect to the seminar or 1591 meeting, which compensation would require registration or 1592 notice-filing under this chapter, the Securities Exchange Act of 1593 1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment 1594 Advisers Act of 1940, 15 U.S.C. ss. 80b-1 et seq., as amended. 1595 The sponsorship or participation in the seminar or meeting does 1596 not by itself require registration or notice-filing under this 1597 chapter. 1598 (c)The type of information regarding an offering of 1599 securities by the issuer which is communicated or distributed by 1600 or on behalf of the issuer in connection with the seminar or 1601 meeting is limited to a notification that the issuer is in the 1602 process of offering or planning to offer securities, the type 1603 and amount of securities being offered, the intended use of 1604 proceeds of the offering, and the unsubscribed amount in an 1605 offering. 1606 (d)If the event allows attendees to participate virtually, 1607 rather than in person, online participation in the event is 1608 limited to: 1609 1. Individuals that are members of, or otherwise associated 1610 with, the sponsor organization; 1611 2. Individuals that the sponsor reasonably believes are 1612 accredited investors; or 1613 3. Individuals that have been invited to the event by the 1614 sponsor based on industry or investment-related experience 1615 reasonably selected by the sponsor in good faith and disclosed 1616 in the public communications about the event. 1617 (2)Before any offers or sales are made in connection with 1618 an offering, communications by an issuer or any person 1619 authorized to act on behalf of the issuer are not deemed to 1620 constitute general solicitation or general advertising if the 1621 communication is solely for the purpose of determining whether 1622 there is any interest in a contemplated securities offering. 1623 Requirements imposed under this chapter on written or oral 1624 statements made in the course of such communication may be 1625 enforced as provided in this chapter. The solicitation or 1626 acceptance of money or other consideration or of any commitment, 1627 binding or otherwise, from any person is prohibited. 1628 (a)The communication must state all of the following: 1629 1.Money or other consideration is not being solicited and, 1630 if sent in response, will not be accepted. 1631 2.Any offer to buy the securities will not be accepted, 1632 and no part of the purchase price will be accepted. 1633 3.A persons indication of interest does not involve 1634 obligation or commitment of any kind. 1635 (b)Any written communication under this subsection may 1636 include a means by which a person may indicate to the issuer 1637 that the person is interested in a potential offering. The 1638 issuer may require the name, address, telephone number, or e 1639 mail address in any response form included in the written 1640 communication under this paragraph. 1641 (c)A communication in accordance with this subsection is 1642 not subject to s. 501.059, regarding telephone solicitations. 1643 Section 9.Section 517.0616, Florida Statutes, is created 1644 to read: 1645 517.0616Disqualification.A registration exemption under 1646 s. 517.061(9), (10), and (11), s. 517.0611, or s. 517.0612 is 1647 not available to an issuer that would be disqualified under 1648 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 1649 230.506(d), as amended, at the time the issuer makes an offer 1650 for the sale of a security. 1651 Section 10.Present subsections (4) through (8) of section 1652 517.081, Florida Statutes, are redesignated as subsections (6) 1653 through (10), respectively, new subsections (4) and (5) are 1654 added to that section, and subsection (2), paragraph (g) of 1655 subsection (3), and present subsection (7) of that section are 1656 amended, to read: 1657 517.081Registration procedure. 1658 (2)The office shall receive and act upon applications for 1659 the registration of to have securities registered, and the 1660 commission may prescribe forms on which it may require such 1661 applications to be submitted. Applications must shall be duly 1662 signed by the applicant, sworn to by any person having knowledge 1663 of the facts, and filed with the office. The commission may 1664 establish, by rule, procedures for depositing fees and filing 1665 documents by electronic means provided such procedures provide 1666 the office with the information and data required by this 1667 section. An application may be made either by the issuer of the 1668 securities for which registration is applied or by any 1669 registered dealer desiring to sell such securities the same 1670 within the state. 1671 (3)The office may require the applicant to submit to the 1672 office the following information concerning the issuer and such 1673 other relevant information as the office may in its judgment 1674 deem necessary to enable it to ascertain whether such securities 1675 shall be registered pursuant to the provisions of this section: 1676 (g)1.A specimen copy of the securities certificate, if 1677 applicable, and a copy of any circular, prospectus, 1678 advertisement, or other description of such securities. 1679 2.The commission shall adopt a form for a simplified 1680 offering circular to register, under this section, securities 1681 that are sold in offerings in which the aggregate offering price 1682 in any consecutive 12-month period does not exceed the amount 1683 provided in s. 3(b) of the Securities Act of 1933, as amended. 1684 The following issuers shall not be eligible to submit a 1685 simplified offering circular adopted pursuant to this 1686 subparagraph: 1687 a.An issuer seeking to register securities for resale by 1688 persons other than the issuer. 1689 b.An issuer that is subject to any of the 1690 disqualifications described in 17 C.F.R. s. 230.262, adopted 1691 pursuant to the Securities Act of 1933, as amended, or that has 1692 been or is engaged or is about to engage in an activity that 1693 would be grounds for denial, revocation, or suspension under s. 1694 517.111. For purposes of this subparagraph, an issuer includes 1695 an issuers director, officer, general partner, manager or 1696 managing member, trustee, or equity owner who owns at least 10 1697 percent of the ownership interests of the issuer, promoter, or 1698 selling agent of the securities to be offered or any officer, 1699 director, partner, or manager or managing member of such selling 1700 agent. 1701 c.An issuer that is a development-stage company that 1702 either has no specific business plan or purpose or has indicated 1703 that its business plan is to merge with an unidentified company 1704 or companies. 1705 d.An issuer of offerings in which the specific business or 1706 properties cannot be described. 1707 e.Any issuer the office determines is ineligible because 1708 the form does not provide full and fair disclosure of material 1709 information for the type of offering to be registered by the 1710 issuer. 1711 f.Any issuer that has failed to provide the office the 1712 reports required for a previous offering registered pursuant to 1713 this subparagraph. 1714 1715 As a condition precedent to qualifying for use of the simplified 1716 offering circular, an issuer shall agree to provide the office 1717 with an annual financial report containing a balance sheet as of 1718 the end of the issuers fiscal year and a statement of income 1719 for such year, prepared in accordance with United States 1720 generally accepted accounting principles and accompanied by an 1721 independent accountants report. If the issuer has more than 100 1722 security holders at the end of a fiscal year, the financial 1723 statements must be audited. Annual financial reports must be 1724 filed with the office within 90 days after the close of the 1725 issuers fiscal year for each of the first 5 years following the 1726 effective date of the registration. 1727 (4)The commission may, by rule: 1728 (a)Establish criteria relating to the issuance of equity 1729 securities, debt securities, insurance company securities, real 1730 estate investment trusts, oil and gas investments, and other 1731 investments. In establishing these criteria, the commission may 1732 consider the rules and regulations of the Securities and 1733 Exchange Commission and statements of policy by the North 1734 American Securities Administrators Association, Inc., relating 1735 to the registration of securities offerings. The criteria must 1736 include all of the following: 1737 1.The promoters equity investment ratio. 1738 2.The financial condition of the issuer. 1739 3.The voting rights of shareholders. 1740 4.The grant of options or warrants to underwriters and 1741 others. 1742 5.Loans and other transactions with affiliates of the 1743 issuer. 1744 6.The use, escrow, or refund of proceeds of the offering. 1745 (b)Prescribe forms requiring applications for the 1746 registration of securities to be submitted to the office, 1747 including a simplified offering circular to register, under this 1748 section, securities that are sold in offerings in which the 1749 aggregate offering price in any consecutive 12-month period does 1750 not exceed the amount provided in s. 3(b) of the Securities Act 1751 of 1933, as amended. 1752 (c)Establish procedures for depositing fees and filing 1753 documents by electronic means, provided that such procedures 1754 provide the office with the information and data required by 1755 this section. 1756 (d)Establish requirements and standards for the filing, 1757 content, and circulation of a preliminary, final, or amended 1758 prospectus, advertisements, and other sales literature. In 1759 establishing such requirements and standards, the commission 1760 shall consider the rules and regulations of the Securities and 1761 Exchange Commission relating to requirements for preliminary, 1762 final, or amended or supplemented prospectuses and the rules of 1763 the Financial Industry Regulatory Authority relating to 1764 advertisements and sales literature. 1765 (5)All of the following issuers are not eligible to submit 1766 a simplified offering circular: 1767 (a)An issuer that is subject to any of the 1768 disqualifications described in Securities and Exchange 1769 Commission Rule 262, 17 C.F.R. s. 230.262, as amended, or that 1770 has been or is engaged or is about to engage in an activity that 1771 would be grounds for denial, revocation, or suspension under s. 1772 517.111. For purposes of this paragraph, an issuer includes an 1773 issuers director, officer, general partner, manager or managing 1774 member, trustee, or a person owning at least 10 percent of the 1775 ownership interests of the issuer; a promoter or selling agent 1776 of the securities to be offered; or any officer, director, 1777 partner, or manager or managing member of such selling agent. 1778 (b)An issuer that is a development-stage company that 1779 either has no specific business plan or purpose or has indicated 1780 that its business plan is to merge with an unidentified business 1781 entity or entities. 1782 (c)An issuer of offerings in which the specific business 1783 or properties cannot be described. 1784 (d)An issuer that the office determines is ineligible 1785 because the simplified circular does not provide full and fair 1786 disclosure of material information for the type of offering to 1787 be registered by the issuer. 1788 (9)(a)(7)The office shall record the registration of a 1789 security in the register of securities if, upon examination of 1790 an any application, it finds that all of the following 1791 requirements are met: the office 1792 1.The application is complete. 1793 2.The fee imposed in subsection (8) has been paid. 1794 3.The sale of the security would not be fraudulent and 1795 would not work or tend to work a fraud upon the purchaser. 1796 4.The terms of the sale of such securities would be fair, 1797 just, and equitable. 1798 5.The enterprise or business of the issuer is not based 1799 upon unsound business principles. 1800 (b)Upon registration, the security may be sold by the 1801 issuer or any registered dealer, subject, however, to the 1802 further order of the office shall find that the sale of the 1803 security referred to therein would not be fraudulent and would 1804 not work or tend to work a fraud upon the purchaser, that the 1805 terms of the sale of such securities would be fair, just, and 1806 equitable, and that the enterprise or business of the issuer is 1807 not based upon unsound business principles, it shall record the 1808 registration of such security in the register of securities; and 1809 thereupon such security so registered may be sold by any 1810 registered dealer, subject, however, to the further order of the 1811 office. In order to determine if an offering is fair, just, and 1812 equitable, the commission may by rule establish requirements and 1813 standards for the filing, content, and circulation of any 1814 preliminary, final, or amended prospectus and other sales 1815 literature and may by rule establish merit qualification 1816 criteria relating to the issuance of equity securities, debt 1817 securities, insurance company securities, real estate investment 1818 trusts, and other traditional and nontraditional investments, 1819 including, but not limited to, oil and gas investments. The 1820 criteria may include such elements as the promoters equity 1821 investment ratio, the financial condition of the issuer, the 1822 voting rights of shareholders, the grant of options or warrants 1823 to underwriters and others, loans and other affiliated 1824 transaction, the use or refund of proceeds of the offering, and 1825 such other relevant criteria as the office in its judgment may 1826 deem necessary to such determination. 1827 Section 11.Subsection (2) of section 517.101, Florida 1828 Statutes, is amended to read: 1829 517.101Consent to service. 1830 (2)Any such action must shall be brought either in the 1831 county of the plaintiffs residence or in the county in which 1832 the office has its official headquarters. The written consent 1833 must shall be authenticated by the seal of the said issuer, if 1834 it has a seal, and by the acknowledged signature of a director, 1835 manager, managing member, general partner, trustee, or officer 1836 of the issuer member of the copartnership or company, or by the 1837 acknowledged signature of any officer of the incorporated or 1838 unincorporated association, if it be an incorporated or 1839 unincorporated association, duly authorized by resolution of the 1840 board of directors, trustees, or managers of the corporation or 1841 association, and must shall in such case be accompanied by a 1842 duly certified copy of the resolution of the issuers board of 1843 directors, trustees, managers, managing members, or general 1844 partners or managers of the corporation or association, 1845 authorizing the signer to execute the consent officers to 1846 execute the same. In case any process or pleadings mentioned in 1847 this chapter are served upon the office, service must it shall 1848 be by duplicate copies, one of which must shall be filed in the 1849 office and the other another immediately forwarded by the office 1850 by registered mail to the principal office of the issuer against 1851 which the said process or pleadings are directed. 1852 Section 12.Section 517.131, Florida Statutes, is amended 1853 to read: 1854 517.131Securities Guaranty Fund. 1855 (1)As used in this section, the term final judgment 1856 includes an arbitration award confirmed by a court of competent 1857 jurisdiction. 1858 (2)(a)The Chief Financial Officer shall establish a 1859 Securities Guaranty Fund to provide monetary relief to victims 1860 of securities violations under this chapter who are entitled to 1861 monetary damages or restitution and cannot recover the full 1862 amount of such monetary damages or restitution from the 1863 wrongdoer. An amount not exceeding 20 percent of all revenues 1864 received as assessment fees pursuant to s. 517.12(9) and (10) 1865 for dealers and investment advisers or s. 517.1201 for federal 1866 covered advisers and an amount not exceeding 10 percent of all 1867 revenues received as assessment fees pursuant to s. 517.12(9) 1868 and (10) for associated persons must shall be part of the 1869 regular registration license fee and must shall be transferred 1870 to or deposited in the Securities Guaranty Fund. 1871 (b)If the balance in the Securities Guaranty Fund at any 1872 time exceeds $1.5 million, transfer of assessment fees to the 1873 this fund must shall be discontinued at the end of that 1874 registration license year, and transfer of such assessment fees 1875 may shall not resume be resumed unless the fund balance is 1876 reduced below $1 million by disbursement made in accordance with 1877 s. 517.141. 1878 (2)The Securities Guaranty Fund shall be disbursed as 1879 provided in s. 517.141 to a person who is adjudged by a court of 1880 competent jurisdiction to have suffered monetary damages as a 1881 result of any of the following acts committed by a dealer, 1882 investment adviser, or associated person who was licensed under 1883 this chapter at the time the act was committed: 1884 (a)A violation of s. 517.07. 1885 (b)A violation of s. 517.301. 1886 (3)A Any person is eligible for payment to seek recovery 1887 from the Securities Guaranty Fund if the person: 1888 (a)1.Holds an unsatisfied final judgment entered on or 1889 after October 1, 2024, in which a wrongdoer was found to have 1890 violated s. 517.07 or s. 517.301; 1891 2.Has applied any amount recovered from the judgment 1892 debtor or any other source to the damages awarded by the court 1893 or arbitrator; and 1894 3.Is a natural person who was a resident of this state, or 1895 is a business entity that was domiciled in this state, at the 1896 time of the violation of s. 517.07 or s. 517.301; or 1897 (b)Is a receiver appointed pursuant to s. 517.191(2) by a 1898 court of competent jurisdiction for a wrongdoer ordered to pay 1899 restitution under s. 517.191(3) as a result of a violation of s. 1900 517.07 or s. 517.301 which has requested payment from the 1901 Securities Guaranty Fund on behalf of a person eligible for 1902 payment under paragraph (a). 1903 1904 If a person holds an unsatisfied final judgment entered before 1905 October 1, 2024, in which a wrongdoer was found to have violated 1906 s. 517.07 or s. 517.301, such persons claim for payment from 1907 the Securities Guaranty Fund shall be governed by the terms of 1908 this section and s. 517.141 which were effective on the date of 1909 such final judgment 1910 (a)Such person has received final judgment in a court of 1911 competent jurisdiction in any action wherein the cause of action 1912 was based on a violation of those sections referred to in 1913 subsection (2). 1914 (b)Such person has made all reasonable searches and 1915 inquiries to ascertain whether the judgment debtor possesses 1916 real or personal property or other assets subject to being sold 1917 or applied in satisfaction of the judgment, and by her or his 1918 search the person has discovered no property or assets; or she 1919 or he has discovered property and assets and has taken all 1920 necessary action and proceedings for the application thereof to 1921 the judgment, but the amount thereby realized was insufficient 1922 to satisfy the judgment. To verify compliance with such 1923 condition, the office may require such person to have a writ of 1924 execution be issued upon such judgment, may require a showing 1925 that no personal or real property of the judgment debtor liable 1926 to be levied upon in complete satisfaction of the judgment can 1927 be found, or may require an affidavit from the claimant setting 1928 forth the reasonable searches and inquiries undertaken and the 1929 result of those searches and inquiries. 1930 (c)Such person has applied any amounts recovered from the 1931 judgment debtor, or from any other source, to the damages 1932 awarded by the court. 1933 (d)The act for which recovery is sought occurred on or 1934 after January 1, 1979. 1935 (e)The office waives compliance with the requirements of 1936 paragraph (a) or paragraph (b). The office may waive such 1937 compliance if the dealer, investment adviser, or associated 1938 person which is the subject of the claim filed with the office 1939 is the subject of any proceeding in which a receiver has been 1940 appointed by a court of competent jurisdiction. If the office 1941 waives such compliance, the office may, upon petition by the 1942 debtor or the court-appointed trustee, examiner, or receiver, 1943 distribute funds from the Securities Guaranty Fund up to the 1944 amount allowed under s. 517.141. Any waiver granted pursuant to 1945 this section shall be considered a judgment for purposes of 1946 complying with the requirements of this section and of s. 1947 517.141. 1948 (4)A person who has done any of the following is not 1949 eligible for payment from the Securities Guaranty Fund: 1950 (a)Participated or assisted in a violation of this 1951 chapter. 1952 (b)Attempted to commit or committed a violation of this 1953 chapter. 1954 (c)Profited from a violation of this chapter. 1955 (5)An eligible person, or a receiver on behalf of the 1956 eligible person, seeking payment from the Securities Guaranty 1957 Fund must file with the office a written application on a form 1958 that the commission may prescribe by rule. The commission may 1959 adopt by rule procedures for filing documents by electronic 1960 means, provided that such procedures provide the office with the 1961 information and data required by this section. The application 1962 must be filed with the office within 1 year after the date of 1963 the final judgment, the date on which a restitution order has 1964 been ripe for execution, or the date of any appellate decision 1965 thereon, and, at minimum, must contain all of the following 1966 information: 1967 (a)The eligible persons and, if applicable, the 1968 receivers full name, address, and contact information. 1969 (b)The person ordered to pay restitution. 1970 (c)If the eligible person is a business entity, the 1971 eligible persons type and place of organization and, as 1972 applicable, a copy, as amended, of its articles of 1973 incorporation, articles of organization, trust agreement, or 1974 partnership agreement. 1975 (d)Any final judgment and a copy thereof. 1976 (e)Any restitution order pursuant to s. 517.191(3), and a 1977 copy thereof. 1978 (f)An affidavit from the eligible person stating either 1979 one of the following: 1980 1.That the eligible person has made all reasonable 1981 searches and inquiries to ascertain whether the judgment debtor 1982 possesses real or personal property or other assets subject to 1983 being sold or applied in satisfaction of the final judgment and, 1984 by the eligible persons search, that the eligible person has 1985 not discovered any property or assets. 1986 2.That the eligible person has taken necessary action on 1987 the property and assets of the wrongdoers but the final judgment 1988 remains unsatisfied. 1989 (g)If the application is filed by the receiver, an 1990 affidavit from the receiver stating the amount of restitution 1991 owed to the eligible person on whose behalf the claim is filed; 1992 the amount of any money, property, or assets paid to the 1993 eligible person on whose behalf the claim is filed by the person 1994 over whom the receiver is appointed; and the amount of any 1995 unsatisfied portion of any eligible persons order of 1996 restitution. 1997 (h)The eligible persons residence or domicile at the time 1998 of the violation of s. 517.07 or s. 517.301 which resulted in 1999 the eligible persons monetary damages. 2000 (i)The amount of any unsatisfied portion of the eligible 2001 persons final judgment. 2002 (j)Whether an appeal or motion to vacate an arbitration 2003 award has been filed. 2004 (6)If the office finds that a person is eligible for 2005 payment from the Securities Guaranty Fund and if the person has 2006 complied with this section and the rules adopted under this 2007 section, the office must approve payment to such person from the 2008 fund. Within 90 days after the offices receipt of a complete 2009 application, each eligible person or receiver must be given 2010 written notice, personally or by mail, that the office intends 2011 to approve or deny, or has approved or denied, the application 2012 for payment from the Securities Guaranty Fund. 2013 (7)Upon receipt by the eligible person or receiver of 2014 notice of the offices decision that the eligible persons or 2015 receivers application for payment from the Securities Guaranty 2016 Fund is approved, and before any disbursement, the eligible 2017 person shall assign to the office on a form prescribed by 2018 commission rule all right, title, and interest in the final 2019 judgment or order of restitution equal to the amount of such 2020 payment. 2021 (8)The office shall deem an application for payment from 2022 the Securities Guaranty Fund abandoned if the eligible person or 2023 receiver, or any person acting on behalf of the eligible person 2024 or receiver, fails to timely complete the application as 2025 prescribed by commission rule. The time period to complete an 2026 application must be tolled during the pendency of an appeal or 2027 motion to vacate an arbitration award. 2028 (4)Any person who files an action that may result in the 2029 disbursement of funds from the Securities Guaranty Fund pursuant 2030 to the provisions of s. 517.141 shall give written notice by 2031 certified mail to the office as soon as practicable after such 2032 action has been filed. The failure to give such notice shall not 2033 bar a payment from the Securities Guaranty Fund if all of the 2034 conditions specified in subsection (3) are satisfied. 2035 (5)The commission may adopt rules pursuant to ss. 120.536(1) 2036 and 120.54 specifying the procedures for complying with 2037 subsections (2), (3), and (4), including rules for the form of 2038 submission and guidelines for the sufficiency and content of 2039 submissions of notices and claims. 2040 Section 13.Section 517.141, Florida Statutes, is amended 2041 to read: 2042 517.141Payment from the fund. 2043 (1)As used in this section, the term: 2044 (a)Claimant means a person determined eligible for 2045 payment under s. 517.131 that is approved by the office for 2046 payment from the Securities Guaranty Fund. 2047 (b)Final judgment includes an arbitration award 2048 confirmed by a court of competent jurisdiction. 2049 (c)Specified adult has the same meaning as in s. 2050 517.34(1). 2051 (2)A claimant is entitled to disbursement from the 2052 Securities Guaranty Fund in the amount equal to the lesser of: 2053 (a)The unsatisfied portion of the claimants final 2054 judgment or final order of restitution, but only to the extent 2055 that the final judgment or final order of restitution reflects 2056 actual or compensatory damages, excluding postjudgment interest, 2057 costs, and attorney fees; or 2058 (b)1.The sum of $15,000; or 2059 2.If the claimant is a specified adult or if a specified 2060 adult is a beneficial owner or beneficiary of the claimant, the 2061 sum of $25,000 Any person who meets all of the conditions 2062 prescribed in s. 517.131 may apply to the office for payment to 2063 be made to such person from the Securities Guaranty Fund in the 2064 amount equal to the unsatisfied portion of such persons 2065 judgment or $10,000, whichever is less, but only to the extent 2066 and amount reflected in the judgment as being actual or 2067 compensatory damages, excluding postjudgment interest, costs, 2068 and attorneys fees. 2069 (3)(2)Regardless of the number of claims or claimants 2070 involved, payments for claims are shall be limited in the 2071 aggregate to $250,000 $100,000 against any one dealer, 2072 investment adviser, or associated person. If the total claim 2073 filed by a receiver on behalf of multiple claimants exceeds 2074 claims exceed the aggregate limit of $250,000 $100,000, the 2075 office must shall prorate the payment to each claimant based 2076 upon the ratio that each claimants individual the persons 2077 claim bears to the total claim claims filed. 2078 (4)If at any time the balance in the Securities Guaranty 2079 Fund is insufficient to satisfy a valid claim or portion of a 2080 valid claim approved by the office, the office must satisfy the 2081 unpaid claim or portion of the valid claim as soon as a 2082 sufficient amount of money has been deposited into or 2083 transferred to the Securities Guaranty Fund. If more than one 2084 unsatisfied claim is outstanding, the claims must be paid in the 2085 sequence in which the claims were approved by final order of the 2086 office, which final order is not subject to an appeal or other 2087 pending proceeding. 2088 (5)All payments and disbursements made from the Securities 2089 Guaranty Fund must be made by the Chief Financial Officer, or 2090 his or her designee, upon authorization by the office. The 2091 office shall submit such authorization within 30 days after the 2092 approval of an eligible person for payment from the Securities 2093 Guaranty Fund 2094 (3)No payment shall be made on any claim against any one 2095 dealer, investment adviser, or associated person before the 2096 expiration of 2 years from the date any claimant is found by the 2097 office to be eligible for recovery pursuant to this section. If 2098 during this 2-year period more than one claim is filed against 2099 the same dealer, investment adviser, or associated person, or if 2100 the office receives notice pursuant to s. 517.131(4) that an 2101 action against the same dealer, investment adviser, or 2102 associated person is pending, all such claims and notices of 2103 pending claims received during this period against the same 2104 dealer, investment adviser, or associated person may be handled 2105 by the office as provided in this section. Two years after the 2106 first claimant against that same dealer, investment adviser, or 2107 associated person applies for payment pursuant to this section: 2108 (a)The office shall determine those persons eligible for 2109 payment or for potential payment in the event of a pending 2110 action. All such persons may be entitled to receive their pro 2111 rata shares of the fund as provided in this section. 2112 (b)Those persons who meet all the conditions prescribed in 2113 s. 517.131 and who have applied for payment pursuant to this 2114 section will be entitled to receive their pro rata shares of the 2115 total disbursement. 2116 (c)Those persons who have filed notice with the office of 2117 a pending claim pursuant to s. 517.131(4) but who are not yet 2118 eligible for payment from the fund will be entitled to receive 2119 their pro rata shares of the total disbursement once they have 2120 complied with subsection (1). However, in the event that the 2121 amounts they are eligible to receive pursuant to subsection (1) 2122 are less than their pro rata shares as determined under this 2123 section, any excess shall be distributed pro rata to those 2124 persons entitled to disbursement under this subsection whose pro 2125 rata shares of the total disbursement were less than the amounts 2126 of their claims. 2127 (6)(4)Individual claims filed by persons owning the same 2128 joint account, or claims arising stemming from any other type of 2129 account maintained by a particular licensee on which more than 2130 one name appears, must shall be treated as the claims of one 2131 eligible claimant with respect to payment from the Securities 2132 Guaranty Fund. If a claimant who has obtained a final judgment 2133 or final order of restitution that which qualifies for 2134 disbursement under s. 517.131 has maintained more than one 2135 account with the dealer, investment adviser, or associated 2136 person who is the subject of the claims, for purposes of 2137 disbursement of the Securities Guaranty Fund, all such accounts, 2138 whether joint or individual, must shall be considered as one 2139 account and shall entitle such claimant to only one distribution 2140 from the fund not to exceed the lesser of $10,000 or the 2141 unsatisfied portion of such claimants judgment as provided in 2142 subsection (1). To the extent that a claimant obtains more than 2143 one final judgment or final order of restitution against a 2144 person dealer, investment adviser, or one or more associated 2145 persons arising out of the same transactions, occurrences, or 2146 conduct or out of such the dealers, investment advisers, or 2147 associated persons handling of the claimants account, the 2148 final such judgments or final orders of restitution must shall 2149 be consolidated for purposes of this section and shall entitle 2150 the claimant to only one disbursement from the fund not to 2151 exceed the lesser of $10,000 or the unsatisfied portion of such 2152 claimants judgment as provided in subsection (1). 2153 (7)(5)If the final judgment or final order of restitution 2154 that gave rise to the claim is overturned in any appeal or in 2155 any collateral proceeding, the claimant must shall reimburse the 2156 Securities Guaranty Fund all amounts paid from the fund to the 2157 claimant on the claim. If the claimant satisfies the final 2158 judgment or final order of restitution specified in s. 2159 517.131(3)(a), the claimant must shall reimburse the Securities 2160 Guaranty Fund all amounts paid from the fund to the claimant on 2161 the claim. Such reimbursement must shall be paid to the 2162 Department of Financial Services office within 60 days after the 2163 final resolution of the appellate or collateral proceedings or 2164 the satisfaction of the final judgment or order of restitution, 2165 with the 60-day period commencing on the date the final order or 2166 decision is entered in such proceedings. 2167 (8)(6)If a claimant receives payments in excess of that 2168 which is permitted under this chapter, the claimant must shall 2169 reimburse the Securities Guaranty Fund such excess within 60 2170 days after the claimant receives such excess payment or after 2171 the payment is determined to be in excess of that permitted by 2172 law, whichever is later. 2173 (9)A claimant who knowingly and willfully files or causes 2174 to be filed an application under s. 517.131 or documents 2175 supporting the application, any of which contain false, 2176 incomplete, or misleading information in any material aspect, 2177 forfeits all payments from the Securities Guaranty Fund and 2178 commits a violation of s. 517.301(1)(c). 2179 (10)(7)The Department of Financial Services office may 2180 institute legal proceedings to enforce compliance with this 2181 section and with s. 517.131 to recover moneys owed to the 2182 Securities Guaranty Fund, and is shall be entitled to recover 2183 interest, costs, and attorney attorneys fees in any action 2184 brought pursuant to this section in which the department office 2185 prevails. 2186 (8)If at any time the money in the Securities Guaranty 2187 Fund is insufficient to satisfy any valid claim or portion of a 2188 valid claim approved by the office, the office shall satisfy 2189 such unpaid claim or portion of such valid claim as soon as a 2190 sufficient amount of money has been deposited in or transferred 2191 to the fund. When there is more than one unsatisfied claim 2192 outstanding, such claims shall be paid in the order in which the 2193 claims were approved by final order of the office, which order 2194 is not subject to an appeal or other pending proceeding. 2195 (9)Upon receipt by the claimant of the payment from the 2196 Securities Guaranty Fund, the claimant shall assign any 2197 additional right, title, and interest in the judgment, to the 2198 extent of such payment, to the office. If the provisions of s. 2199 517.131(3)(e) apply, the claimant must assign to the office any 2200 right, title, and interest in the debt to the extent of any 2201 payment by the office from the Securities Guaranty Fund. 2202 (10)All payments and disbursements made from the 2203 Securities Guaranty Fund shall be made by the Chief Financial 2204 Officer upon authorization signed by the director of the office, 2205 or such agent as she or he may designate. 2206 Section 14.Section 517.191, Florida Statutes, is amended 2207 to read: 2208 517.191Enforcement by the Office of Financial Regulation 2209 Injunction to restrain violations; civil penalties; enforcement 2210 by Attorney General. 2211 (1)When it appears to the office, either upon complaint or 2212 otherwise, that a person has engaged or is about to engage in 2213 any act or practice constituting a violation of this chapter or 2214 a rule or order hereunder, the office may investigate; and 2215 whenever it shall believe from evidence satisfactory to it that 2216 any such person has engaged, is engaged, or is about to engage 2217 in any act or practice constituting a violation of this chapter 2218 or a rule or order hereunder, the office may, in addition to any 2219 other remedies, bring action in the name and on behalf of the 2220 state against such person and any other person concerned in or 2221 in any way participating in or about to participate in such 2222 practices or engaging therein or doing any act or acts in 2223 furtherance thereof or in violation of this chapter to enjoin 2224 such person or persons from continuing such fraudulent practices 2225 or engaging therein or doing any act or acts in furtherance 2226 thereof or in violation of this chapter. In any such court 2227 proceedings, the office may apply for, and on due showing be 2228 entitled to have issued, the courts subpoena requiring 2229 forthwith the appearance of any defendant and her or his 2230 employees, associated persons, or agents and the production of 2231 documents, books, and records that may appear necessary for the 2232 hearing of such petition, to testify or give evidence concerning 2233 the acts or conduct or things complained of in such application 2234 for injunction. In such action, the equity courts shall have 2235 jurisdiction of the subject matter, and a judgment may be 2236 entered awarding such injunction as may be proper. 2237 (2)In addition to all other means provided by law for the 2238 enforcement of any temporary restraining order, temporary 2239 injunction, or permanent injunction issued in any such court 2240 proceedings, the court shall have the power and jurisdiction, 2241 upon application of the office, to impound and to appoint a 2242 receiver or administrator for the property, assets, and business 2243 of the defendant, including, but not limited to, the books, 2244 records, documents, and papers appertaining thereto. Such 2245 receiver or administrator, when appointed and qualified, shall 2246 have all powers and duties as to custody, collection, 2247 administration, winding up, and liquidation of such said 2248 property and business as may shall from time to time be 2249 conferred upon her or him by the court. In any such action, the 2250 court may issue orders and decrees staying all pending suits and 2251 enjoining any further suits affecting the receivers or 2252 administrators custody or possession of such the said property, 2253 assets, and business or, in its discretion, may with the consent 2254 of the presiding judge of the circuit require that all such 2255 suits be assigned to the circuit court judge appointing such the 2256 said receiver or administrator. 2257 (3)In addition to, or in lieu of, any other remedies 2258 provided by this chapter, the office may apply to the court 2259 hearing the this matter for an order directing the defendant to 2260 make restitution of those sums shown by the office to have been 2261 obtained in violation of any of the provisions of this chapter. 2262 The office has standing to request such restitution on behalf of 2263 victims in cases brought by the office under this chapter, 2264 regardless of the appointment of an administrator or receiver 2265 under subsection (2) or an injunction under subsection (1). 2266 Further, such restitution must shall, at the option of the 2267 court, be payable to the administrator or receiver appointed 2268 pursuant to this section or directly to the persons whose assets 2269 were obtained in violation of this chapter. 2270 (4)In addition to any other remedies provided by this 2271 chapter, the office may apply to the court hearing the matter 2272 for, and the court has shall have jurisdiction to impose, a 2273 civil penalty against any person found to have violated any 2274 provision of this chapter, any rule or order adopted by the 2275 commission or the office, or any written agreement entered into 2276 with the office in an amount not to exceed any of the following: 2277 (a)The greater of $20,000 $10,000 for a natural person or 2278 $25,000 for a business entity any other person, or the gross 2279 amount of any pecuniary loss to investors or pecuniary gain to a 2280 natural person or business entity such defendant for each such 2281 violation, other than a violation of s. 517.301, plus the 2282 greater of $50,000 for a natural person or $250,000 for a 2283 business entity any other person, or the gross amount of any 2284 pecuniary loss to investors or pecuniary gain to a natural 2285 person or business entity such defendant for each violation of 2286 s. 517.301. 2287 (b)Twice the amount of the civil penalty that would 2288 otherwise be imposed under this subsection if a specified adult, 2289 as defined in s. 517.34(1), is the victim of a violation of this 2290 chapter. 2291 2292 All civil penalties collected pursuant to this subsection must 2293 shall be deposited into the Anti-Fraud Trust Fund. The office 2294 may recover any costs and attorney fees related to its 2295 investigation or enforcement of this section. Notwithstanding 2296 any other law, such moneys recovered by the office must be 2297 deposited into the Anti-Fraud Trust Fund. 2298 (5)For purposes of any action brought by the office under 2299 this section, a control person who controls any person found to 2300 have violated this chapter or any rule adopted thereunder is 2301 jointly and severally liable with, and to the same extent as, 2302 the controlled person in any action brought by the office under 2303 this section unless the control person can establish by a 2304 preponderance of the evidence that he or she acted in good faith 2305 and did not directly or indirectly induce the act that 2306 constitutes the violation or cause of action. 2307 (6)For purposes of any action brought by the office under 2308 this section, a person who knowingly or recklessly provides 2309 substantial assistance to another person in violation of this 2310 chapter or any rule adopted thereunder is deemed to violate this 2311 chapter or the rule to the same extent as the person to whom 2312 such assistance is provided. 2313 (7)The office may issue and serve upon a person a cease 2314 and desist order if the office has reason to believe that the 2315 person violates, has violated, or is about to violate this 2316 chapter, any commission or office rule or order, or any written 2317 agreement entered into with the office. 2318 (8)If the office finds that any conduct described in 2319 subsection (7) presents an immediate danger to the public, 2320 requiring an immediate final order, the office may issue an 2321 emergency cease and desist order reciting with particularity the 2322 facts underlying such findings. The emergency cease and desist 2323 order is effective immediately upon service of a copy of the 2324 order on the respondent named in the order and remains effective 2325 for 90 days after issuance. If the office begins nonemergency 2326 cease and desist proceedings under subsection (7), the emergency 2327 cease and desist order remains effective until the conclusion of 2328 the proceedings under ss. 120.569 and 120.57. 2329 (9)The office may impose and collect an administrative 2330 fine against any person found to have violated any provision of 2331 this chapter, any rule or order adopted by the commission or 2332 office, or any written agreement entered into with the office in 2333 an amount not to exceed the penalties provided in subsection 2334 (4). All fines collected under this subsection must be deposited 2335 into the Anti-Fraud Trust Fund. 2336 (10)The office may bar, permanently or for a specific 2337 period of time, any person found to have violated this chapter, 2338 any rule or order adopted by the commission or office, or any 2339 written agreement entered into with the office from submitting 2340 an application or notification for a license or registration 2341 with the office. 2342 (11)In addition to all other means provided by law for 2343 enforcing any of the provisions of this chapter, when the 2344 Attorney General, upon complaint or otherwise, has reason to 2345 believe that a person has engaged or is engaged in any act or 2346 practice constituting a violation of s. 517.275 or, s. 517.301, 2347 s. 517.311, or s. 517.312, or any rule or order issued under 2348 such sections, the Attorney General may investigate and bring an 2349 action to enforce these provisions as provided in ss. 517.171, 2350 517.201, and 517.2015 after receiving written approval from the 2351 office. Such an action may be brought against such person and 2352 any other person in any way participating in such act or 2353 practice or engaging in such act or practice or doing any act in 2354 furtherance of such act or practice, to obtain injunctive 2355 relief, restitution, civil penalties, and any remedies provided 2356 for in this section. The Attorney General may recover any costs 2357 and attorney fees related to the Attorney Generals 2358 investigation or enforcement of this section. Notwithstanding 2359 any other provision of law, moneys recovered by the Attorney 2360 General for costs, attorney fees, and civil penalties for a 2361 violation of s. 517.275 or, s. 517.301, s. 517.311, or s. 2362 517.312, or any rule or order issued pursuant to such sections, 2363 must shall be deposited in the Legal Affairs Revolving Trust 2364 Fund. The Legal Affairs Revolving Trust Fund may be used to 2365 investigate and enforce this section. 2366 (12)(6)This section does not limit the authority of the 2367 office to bring an administrative action against any person that 2368 is the subject of a civil action brought pursuant to this 2369 section or limit the authority of the office to engage in 2370 investigations or enforcement actions with the Attorney General. 2371 However, a person may not be subject to both a civil penalty 2372 under subsection (4) and an administrative fine under subsection 2373 (9) s. 517.221(3) as the result of the same facts. 2374 (13)(7)Notwithstanding s. 95.11(4)(f), an enforcement 2375 action brought under this section based on a violation of any 2376 provision of this chapter or any rule or order issued under this 2377 chapter shall be brought within 6 years after the facts giving 2378 rise to the cause of action were discovered or should have been 2379 discovered with the exercise of due diligence, but not more than 2380 8 years after the date such violation occurred. 2381 (14)This chapter does not limit any statutory right of the 2382 state to punish a person for a violation of a law. 2383 (15)When not in conflict with the Constitution or laws of 2384 the United States, the courts of this state have the same 2385 jurisdiction over civil suits instituted in connection with the 2386 sale or offer of sale of securities under any laws of the United 2387 States as the courts of this state may have with regard to 2388 similar cases instituted under the laws of this state. 2389 Section 15.Section 517.211, Florida Statutes, is amended 2390 to read: 2391 517.211Private remedies available in cases of unlawful 2392 sale. 2393 (1)Every sale made in violation of either s. 517.07 or s. 2394 517.12(1), (3), (4), (8), (10), (12), (15), or (17) may be 2395 rescinded at the election of the purchaser; however, except a 2396 sale made in violation of the provisions of s. 517.1202(3) 2397 relating to a renewal of a branch office notification or shall 2398 not be subject to this section, and a sale made in violation of 2399 the provisions of s. 517.12(12) relating to filing a change of 2400 address amendment is shall not be subject to this section. Each 2401 person making the sale and every director, officer, partner, or 2402 agent of or for the seller, if the director, officer, partner, 2403 or agent has personally participated or aided in making the 2404 sale, is jointly and severally liable to the purchaser in an 2405 action for rescission, if the purchaser still owns the security, 2406 or for damages, if the purchaser has sold the security. No 2407 purchaser otherwise entitled will have the benefit of this 2408 subsection who has refused or failed, within 30 days after of 2409 receipt, to accept an offer made in writing by the seller, if 2410 the purchaser has not sold the security, to take back the 2411 security in question and to refund the full amount paid by the 2412 purchaser or, if the purchaser has sold the security, to pay the 2413 purchaser an amount equal to the difference between the amount 2414 paid for the security and the amount received by the purchaser 2415 on the sale of the security, together, in either case, with 2416 interest on the full amount paid for the security by the 2417 purchaser at the legal rate, pursuant to s. 55.03, for the 2418 period from the date of payment by the purchaser to the date of 2419 repayment, less the amount of any income received by the 2420 purchaser on the security. 2421 (2)Any person purchasing or selling a security in 2422 violation of s. 517.301, and every director, officer, partner, 2423 or agent of or for the purchaser or seller, if the director, 2424 officer, partner, or agent has personally participated or aided 2425 in making the sale or purchase, is jointly and severally liable 2426 to the person selling the security to or purchasing the security 2427 from such person in an action for rescission, if the plaintiff 2428 still owns the security, or for damages, if the plaintiff has 2429 sold the security. 2430 (3)For purposes of any action brought under this section, 2431 a control person who controls any person found to have violated 2432 any provision specified in subsection (1) is jointly and 2433 severally liable with, and to the same extent as, such 2434 controlled person in any action brought under this section 2435 unless the control person can establish by a preponderance of 2436 the evidence that he or she acted in good faith and did not 2437 directly or indirectly induce the act that constitutes the 2438 violation or cause of action. 2439 (4)In an action for rescission: 2440 (a)A purchaser may recover the consideration paid for the 2441 security or investment, plus interest thereon at the legal rate 2442 from the date of purchase, less the amount of any income 2443 received by the purchaser on the security or investment upon 2444 tender of the security or investment. 2445 (b)A seller may recover the security upon tender of the 2446 consideration paid for the security, plus interest at the legal 2447 rate from the date of purchase, less the amount of any income 2448 received by the defendant on the security. 2449 (5)(4)In an action for damages brought by a purchaser of a 2450 security or investment, the plaintiff must shall recover an 2451 amount equal to the difference between: 2452 (a)The consideration paid for the security or investment, 2453 plus interest thereon at the legal rate from the date of 2454 purchase; and 2455 (b)The value of the security or investment at the time it 2456 was disposed of by the plaintiff, plus the amount of any income 2457 received on the security or investment by the plaintiff. 2458 (6)(5)In an action for damages brought by a seller of a 2459 security, the plaintiff shall recover an amount equal to the 2460 difference between: 2461 (a)The value of the security at the time of the complaint, 2462 plus the amount of any income received by the defendant on the 2463 security; and 2464 (b)The consideration received for the security, plus 2465 interest at the legal rate from the date of sale. 2466 (7)(6)In any action brought under this section, including 2467 an appeal, the court shall award reasonable attorney attorneys 2468 fees to the prevailing party unless the court finds that the 2469 award of such fees would be unjust. 2470 (8)This chapter does not limit any statutory or common-law 2471 right of a person to bring an action in a court for an act 2472 involved in the sale of securities or investments. 2473 (9)The same civil remedies provided by the laws of the 2474 United States for the purchasers or sellers of securities in 2475 interstate commerce also extend to purchasers or sellers of 2476 securities under this chapter. 2477 Section 16.Section 517.221, Florida Statutes, is repealed. 2478 Section 17.Section 517.241, Florida Statutes, is repealed. 2479 Section 18.Section 517.301, Florida Statutes, is amended 2480 to read: 2481 517.301Fraudulent transactions; falsification or 2482 concealment of facts. 2483 (1)It is unlawful and a violation of the provisions of 2484 this chapter for a person: 2485 (a)In connection with the rendering of any investment 2486 advice or in connection with the offer, sale, or purchase of any 2487 investment or security, including any security exempted under 2488 the provisions of s. 517.051 and including any security sold in 2489 a transaction exempted under the provisions of s. 517.061, s. 2490 517.0611, or s. 517.0612, directly or indirectly: 2491 1.To employ any device, scheme, or artifice to defraud; 2492 2.To obtain money or property by means of any untrue 2493 statement of a material fact or any omission to state a material 2494 fact necessary in order to make the statements made, in the 2495 light of the circumstances under which they were made, not 2496 misleading; or 2497 3.To engage in any transaction, practice, or course of 2498 business which operates or would operate as a fraud or deceit 2499 upon a person. 2500 (b)By use of any means, to publish, give publicity to, or 2501 circulate any notice, circular, advertisement, newspaper, 2502 article, letter, investment service, communication, or broadcast 2503 that, although which, though not purporting to offer a security 2504 for sale, describes such security for a consideration received 2505 or to be received directly or indirectly from an issuer, 2506 underwriter, or dealer, or from an agent or employee of an 2507 issuer, underwriter, or dealer, without fully disclosing the 2508 receipt, whether past or prospective, of such consideration and 2509 the amount of the consideration. 2510 (c)In any matter within the jurisdiction of the office, to 2511 knowingly and willfully falsify, conceal, or cover up, by any 2512 trick, scheme, or device, a material fact, make any false, 2513 fictitious, or fraudulent statement or representation, or make 2514 or use any false writing or document, knowing the same to 2515 contain any false, fictitious, or fraudulent statement or entry. 2516 (2)For purposes of ss. 517.311 and 517.312 and this 2517 section, the term investment means any commitment of money or 2518 property principally induced by a representation that an 2519 economic benefit may be derived from such commitment, except 2520 that the term does not include a commitment of money or property 2521 for: 2522 (a)The purchase of a business opportunity, business 2523 enterprise, or real property through a person licensed under 2524 chapter 475 or registered under former chapter 498; or 2525 (b)The purchase of tangible personal property through a 2526 person not engaged in telephone solicitation, electronic mail, 2527 text messages, social media, or other electronic means where 2528 said property is offered and sold in accordance with the 2529 following conditions: 2530 1.there are no specific representations or guarantees made 2531 by the offeror or seller as to the economic benefit to be 2532 derived from the purchase.; 2533 2.The tangible property is delivered to the purchaser 2534 within 30 days after sale, except that such 30-day period may be 2535 extended by the office if market conditions so warrant; and 2536 3.The seller has offered the purchaser a full refund 2537 policy in writing, exercisable by the purchaser within 10 days 2538 of the date of delivery of such tangible personal property, 2539 except that the amount of such refund may not exceed the bid 2540 price in effect at the time the property is returned to the 2541 seller. If the applicable sellers market is closed at the time 2542 the property is returned to the seller for a refund, the amount 2543 of such refund shall be based on the bid price for such property 2544 at the next opening of such market. 2545 (3)It is unlawful for a person in issuing or selling a 2546 security within this state, including a security exempted under 2547 s. 517.051 and including a transaction exempted under s. 2548 517.061, s. 517.0611, or s. 517.0612, to misrepresent that such 2549 security or business entity has been guaranteed, sponsored, 2550 recommended, or approved by the state or an agency or officer of 2551 the state or by the United States or an agency or officer of the 2552 United States. 2553 (4)It is unlawful for a person registered or required to 2554 be registered, or subject to the notice requirements, under this 2555 chapter, including such persons and issuers who are subject to 2556 s. 517.051, s. 517.061, s. 517.0611, s. 517.0612, or s. 517.081, 2557 to misrepresent that such person has been sponsored, 2558 recommended, or approved, or that such persons abilities or 2559 qualifications have in any respect been approved, by the state 2560 or an agency or officer of the state or by the United States or 2561 an agency or officer of the United States. 2562 (5)It is unlawful and a violation of this chapter for a 2563 person in connection with the offer or sale of an investment to 2564 obtain money or property by means of: 2565 (a)A misrepresentation that the investment offered or sold 2566 is guaranteed, sponsored, recommended, or approved by the state 2567 or an agency or officer of the state or by the United States or 2568 an agency or officer of the United States; or 2569 (b)A misrepresentation that such person is sponsored, 2570 recommended, or approved, or that such persons abilities or 2571 qualifications have in any respect been approved, by the state 2572 or an agency or officer of the state or by the United States or 2573 an agency or officer of the United States. 2574 (6)(a)Subsection (3) or subsection (4) may not be 2575 construed to prohibit a statement that a person or security is 2576 registered or has made a notice filing under this chapter if 2577 such statement is required by this chapter or rules promulgated 2578 thereunder and is true in fact and if the effect of such 2579 statement is not a misrepresentation. 2580 (b)A statement that a person is registered made in 2581 connection with the offer or sale of a security under this 2582 chapter must include the following disclaimer: Registration 2583 does not imply that such person has been sponsored, recommended, 2584 or approved by the state or an agency or officer of the state or 2585 by the United States or an agency or officer of the United 2586 States. 2587 1.If the statement of registration is made in writing, the 2588 disclaimer must immediately follow such statement and must be in 2589 the same size and style of print as the statement of 2590 registration. 2591 2.If the statement of registration is made orally, the 2592 disclaimer must be made or broadcast with the same force and 2593 effect as the statement of registration. 2594 (7)It is unlawful and a violation of this chapter for a 2595 person to directly or indirectly manage, supervise, control, or 2596 own, either alone or in association with others, a boiler room 2597 in this state which sells or offers for sale a security or 2598 investment in violation of subsection (1), subsection (3), 2599 subsection (4), subsection (5), or subsection (6). 2600 Section 19.Section 517.311, Florida Statutes, is repealed. 2601 Section 20.Section 517.312, Florida Statutes, is repealed. 2602 Section 21.Subsections (1), (2), and (3) of section 2603 517.072, Florida Statutes, are amended to read: 2604 517.072Viatical settlement investments. 2605 (1)The exemptions provided for by s. 517.051(6) and (11) 2606 ss. 517.051(6), (8), and (10) do not apply to a viatical 2607 settlement investment. 2608 (2)The offering of a viatical settlement investment is not 2609 an exempt transaction under s. 517.061(10), (12), (13), and (18) 2610 s. 517.061(2), (3), (8), (11), and (18), regardless of whether 2611 the offering otherwise complies with the conditions of that 2612 section, unless such offering is to a qualified institutional 2613 buyer. 2614 (3)The registration provisions of ss. 517.07 and 517.12 do 2615 not apply to any of the following transactions in viatical 2616 settlement investments; however, such transactions in viatical 2617 settlement investments are subject to s. 517.301 the provisions 2618 of ss. 517.301, 517.311, and 517.312: 2619 (a)The transfer or assignment of an interest in a 2620 previously viaticated policy from a natural person who transfers 2621 or assigns no more than one such interest in a single calendar 2622 year. 2623 (b)The provision of stop-loss coverage to a viatical 2624 settlement provider, financing entity, or related provider 2625 trust, as those terms are defined in s. 626.9911, by an 2626 authorized or eligible insurer. 2627 (c)The transfer or assignment of a viaticated policy from 2628 a licensed viatical settlement provider to another licensed 2629 viatical settlement provider, a related provider trust, a 2630 financing entity, or a special purpose entity, as those terms 2631 are defined in s. 626.9911, or to a contingency insurer, 2632 provided that such transfer or assignment is not the direct or 2633 indirect promotion of any scheme or enterprise with the intent 2634 of violating or evading any provision of this chapter. 2635 (d)The transfer or assignment of a viaticated policy to a 2636 bank, trust company, savings institution, insurance company, 2637 dealer, investment company as defined in the Investment Company 2638 Act of 1940, as amended, pension or profit-sharing trust, 2639 qualified institutional buyer, or an accredited investor, 2640 provided such transfer or assignment is not for the direct or 2641 indirect promotion of any scheme or enterprise with the intent 2642 of violating or evading any provision of this chapter. 2643 (e)The transfer or assignment of a viaticated policy by a 2644 conservator of a viatical settlement provider appointed by a 2645 court of competent jurisdiction who transfers or assigns 2646 ownership of viaticated policies pursuant to that courts order. 2647 Section 22.Subsection (2), paragraph (a) of subsection 2648 (9), paragraph (j) of subsection (16), subsection (20), and 2649 paragraphs (b) and (c) of subsection (21) of section 517.12, 2650 Florida Statutes, are amended to read: 2651 517.12Registration of dealers, associated persons, 2652 intermediaries, and investment advisers. 2653 (2)The registration requirements of this section do not 2654 apply in a transaction exempted by s. 517.061(1)-(6), (8), (9), 2655 (12), and (13) s. 517.061(1)-(10), (12), (14), and (15). 2656 (9)(a)An applicant for registration shall pay an 2657 assessment fee of $200, in the case of a dealer or investment 2658 adviser, or $50, in the case of an associated person. An 2659 associated person may be assessed an additional fee to cover the 2660 cost for the fingerprints to be processed by the office. Such 2661 fee shall be determined by rule of the commission. Such fees 2662 become the revenue of the state, except for those assessments 2663 provided for under s. 517.131(2) s. 517.131(1) until such time 2664 as the Securities Guaranty Fund satisfies the statutory limits, 2665 and are not returnable in the event that registration is 2666 withdrawn or not granted. 2667 (16) 2668 (j)All fees collected under this subsection become the 2669 revenue of the state, except those assessments provided for 2670 under s. 517.131(2) s. 517.131(1), until the Securities Guaranty 2671 Fund has satisfied the statutory limits. Such fees are not 2672 returnable if a notice-filing is withdrawn. 2673 (20)The registration requirements of this section do not 2674 apply to any general lines insurance agent or life insurance 2675 agent licensed under chapter 626, with regard to for the sale of 2676 a security as defined in s. 517.021(25)(g) s. 517.021(23)(g), if 2677 the individual is directly authorized by the issuer to offer or 2678 sell the security on behalf of the issuer and the issuer is a 2679 federally chartered savings bank subject to regulation by the 2680 Federal Deposit Insurance Corporation. Actions under this 2681 subsection shall constitute activity under the insurance agents 2682 license for purposes of ss. 626.611 and 626.621. 2683 (21) 2684 (b)Prior to the completion of any securities transaction 2685 described in s. 517.061(7) s. 517.061(22), a merger and 2686 acquisition broker must receive written assurances from the 2687 control person with the largest percentage of ownership for both 2688 the buyer and seller engaged in the transaction that: 2689 1.After the transaction is completed, any person who 2690 acquires securities or assets of the eligible privately held 2691 company, acting alone or in concert, will be a control person of 2692 the eligible privately held company or will be a control person 2693 for the business conducted with the assets of the eligible 2694 privately held company; and 2695 2.If any person is offered securities in exchange for 2696 securities or assets of the eligible privately held company, 2697 such person will, before becoming legally bound to complete the 2698 transaction, receive or be given reasonable access to the most 2699 recent year-end financial statements of the issuer of the 2700 securities offered in exchange. The most recent year-end 2701 financial statements shall be customarily prepared by the 2702 issuers management in the normal course of operations. If the 2703 financial statements of the issuer are audited, reviewed, or 2704 compiled, the most recent year-end financial statements must 2705 include any related statement by the independent certified 2706 public accountant; a balance sheet dated not more than 120 days 2707 before the date of the exchange offer; and information 2708 pertaining to the management, business, results of operations 2709 for the period covered by the foregoing financial statements, 2710 and material loss contingencies of the issuer. 2711 (c)A merger and acquisition broker engaged in a 2712 transaction exempt under s. 517.061(7) s. 517.061(22) is exempt 2713 from registration under this section unless the merger and 2714 acquisition broker: 2715 1.Directly or indirectly, in connection with the transfer 2716 of ownership of an eligible privately held company, receives, 2717 holds, transmits, or has custody of the funds or securities to 2718 be exchanged by the parties to the transaction; 2719 2.Engages on behalf of an issuer in a public offering of 2720 any class of securities which is registered, or which is 2721 required to be registered, with the United States Securities and 2722 Exchange Commission under the Securities Exchange Act of 1934, 2723 15 U.S.C. ss. 78a et seq., or with the office under s. 517.07; 2724 or for which the issuer files, or is required to file, periodic 2725 information, documents, and reports under s. 15(d) of the 2726 Securities Exchange Act of 1934, 15 U.S.C. s. 78o(d); 2727 3.Engages on behalf of any party in a transaction 2728 involving a public shell company; 2729 4.Is subject to a suspension or revocation of registration 2730 under s. 15(b)(4) of the Securities Exchange Act of 1934, 15 2731 U.S.C. s. 78o(b)(4); 2732 5.Is subject to a statutory disqualification described in 2733 s. 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. s. 2734 78c(a)(39); 2735 6.Is subject to a disqualification under the United States 2736 Securities and Exchange Commission Rule 506(d), 17 C.F.R. s. 2737 230.506(d); or 2738 7.Is subject to a final order described in s. 15(b)(4)(H) 2739 of the Securities Exchange Act of 1934, 15 U.S.C. s. 2740 78o(b)(4)(H). 2741 Section 23.Subsection (6) of section 517.1201, Florida 2742 Statutes, is amended to read: 2743 517.1201Notice filing requirements for federal covered 2744 advisers. 2745 (6)All fees collected under this section become the 2746 revenue of the state, except for those assessments provided for 2747 under s. 517.131(2) s. 517.131(1) until such time as the 2748 Securities Guaranty Fund satisfies the statutory limits, and are 2749 not returnable in the event that a notice filing is withdrawn. 2750 Section 24.Subsections (4) and (8) of section 517.1202, 2751 Florida Statutes, are amended to read: 2752 517.1202Notice-filing requirements for branch offices. 2753 (4)A branch office notice-filing under this section shall 2754 be summarily suspended by the office if the notice-filer fails 2755 to provide to the office, within 30 days after a written request 2756 by the office, all of the information required by this section 2757 and the rules adopted under this section. The summary suspension 2758 shall be in effect for the branch office until such time as the 2759 notice-filer submits the requested information to the office, 2760 pays a fine as prescribed by s. 517.191(9) s. 517.221(3), and a 2761 final order is entered. At such time, the suspension shall be 2762 lifted. For purposes of s. 120.60(6), failure to provide all 2763 information required by this section and the underlying rules 2764 constitutes immediate and serious danger to the public health, 2765 safety, and welfare. If the notice-filer fails to provide all of 2766 the requested information within a period of 90 days, the 2767 notice-filing shall be revoked by the office. 2768 (8)All fees collected under this section become the 2769 revenue of the state, except for those assessments provided for 2770 under s. 517.131(2) s. 517.131(1) until such time as the 2771 Securities Guaranty Fund satisfies the statutory limits, and are 2772 not returnable in the event that a branch office notice-filing 2773 is withdrawn. 2774 Section 25.Subsection (2) of section 517.302, Florida 2775 Statutes, is amended to read: 2776 517.302Criminal penalties; alternative fine; Anti-Fraud 2777 Trust Fund; time limitation for criminal prosecution. 2778 (2)Any person who violates s. 517.301 the provisions of s. 2779 517.312(1) by obtaining money or property of an aggregate value 2780 exceeding $50,000 from five or more persons is guilty of a 2781 felony of the first degree, punishable as provided in s. 2782 775.082, s. 775.083, or s. 775.084. 2783 Section 26.This act shall take effect October 1, 2024.