Florida Form D Notice Filing Package (Regulation D)

FLORIDA FORM D NOTICE FILING PACKAGE

Regulation D Offering by a Florida Issuer or Offering Into Florida

This package is designed to help Florida counsel prepare (a) a federal Form D filing with the SEC on EDGAR and (b) coordinate with Florida's notice-filing regime under Fla. Stat. § 517.1202 and applicable Florida Administrative Code provisions.

1. SUMMARY OF FLORIDA NOTICE-FILING REGIME

1.1 Federal Preemption Background

Securities offered and sold under Rule 506 of Regulation D (17 C.F.R. § 230.506) are "covered securities" under Section 18 of the Securities Act of 1933 by virtue of the National Securities Markets Improvement Act of 1996 (NSMIA). State registration is preempted, but states may require (a) a notice filing and (b) a fee.

1.2 Florida's Approach

Important: As confirmed by the Florida Office of Financial Regulation ("OFR"), Florida does NOT currently require a notice filing or fee for Rule 506(b) or Rule 506(c) offerings sold into Florida by virtue of Fla. Stat. § 517.07(1) and the preemption of Section 18. This is a distinctive feature of Florida securities regulation and contrasts with many other states.

However: Counsel should verify this position before each offering because (a) Florida law and administrative rules change, (b) Rule 504 and other non-506 offerings may still be subject to Florida state-level review under Fla. Stat. §§ 517.07, 517.061, and (c) anti-fraud provisions of Fla. Stat. § 517.301 always apply regardless of exemption.

1.3 Florida Private Sale Exemption (§ 517.061(11))

Independent of Regulation D, Florida offers its own "private sale" exemption under Fla. Stat. § 517.061(11), which differs from federal Rule 506 in key respects:

• 35-purchaser limit in Florida (excluding accredited investors as that term is used in the rule)
• Three-day right of rescission for non-accredited Florida purchasers (unique to Florida)
• No general solicitation
• Disclosure requirements in Fla. Admin. Code R. 69W-500.005
• Legend requirements on subscription documents

Counsel should determine whether the offering relies on (a) federal Rule 506 with § 518 preemption, (b) Florida's § 517.061(11) exemption independently, or (c) both.

1.4 Florida Anti-Fraud Jurisdiction Preserved

Regardless of federal preemption, the antifraud provisions of Fla. Stat. § 517.301 apply to any offer or sale "in this state," giving the Florida OFR enforcement authority and providing private rights of action under Fla. Stat. § 517.211.

2. ISSUER INFORMATION WORKSHEET

Complete this worksheet before logging into EDGAR.

2.1 Issuer Identification

• Legal name of issuer: [________________________________]
• CIK number: [________________________________]
• Jurisdiction of organization: [________________________________]
• Date of organization: [__/__/____]
• Entity type: ☐ Corporation ☐ LLC ☐ LP ☐ Business Trust ☐ Other: [____________]
• Previous names (past 5 years): [________________________________]
• Year of organization: [____]

2.2 Principal Place of Business

• Street address: [________________________________]
• City, State, ZIP: [________________________________]
• County (if Florida): [________________________________]
• Telephone: [(____)____-____]

2.3 Florida Registered Agent (if Florida issuer)

• Registered agent name: [________________________________]
• Registered office address: [________________________________]
• Document number on Sunbiz: [________________________________]

2.4 Related Persons (Item 3 of Form D)

For each executive officer, director, managing member, general partner, and promoter:

3. REGULATION D EXEMPTION SELECTION

Check the exemption(s) relied upon. Counsel must confirm eligibility.

☐ Rule 504 (17 C.F.R. § 230.504) — up to $10 million in 12 months; not a federal covered security; Florida notice filing under Fla. Stat. § 517.07 typically required unless another Florida exemption applies.

☐ Rule 506(b) (17 C.F.R. § 230.506(b)) — unlimited raise; no general solicitation; up to 35 non-accredited investors who meet sophistication standard; federal covered security; Florida notice filing NOT required (subject to confirmation of current OFR position).

☐ Rule 506(c) (17 C.F.R. § 230.506(c)) — unlimited raise; general solicitation permitted; accredited investors ONLY with issuer verification; federal covered security; Florida notice filing NOT required (subject to confirmation of current OFR position).

☐ Section 4(a)(2) (non-Reg-D private placement) — statutory exemption; not a federal covered security; counsel must evaluate Florida blue-sky compliance under Fla. Stat. § 517.061.

☐ Florida § 517.061(11) private sale exemption — 35-purchaser Florida limit; used independently or as a belt-and-suspenders with Rule 506.

4. FLORIDA § 517.061(11) COMPLIANCE CHECKLIST (IF APPLICABLE)

If relying on Florida's private sale exemption under Fla. Stat. § 517.061(11), confirm:

☐ Fewer than 35 non-excluded Florida purchasers in this and any integrated offerings
☐ No general solicitation or general advertising in Florida
☐ Commissions or professional sales compensation paid only to registered dealers/associated persons under Fla. Stat. § 517.12
☐ Florida purchasers received disclosure documents consistent with Fla. Admin. Code R. 69W-500.005
☐ Three-day right of rescission notice provided to each non-accredited Florida purchaser (Fla. Stat. § 517.061(11)(a)(5))
☐ Appropriate restrictive legend on share certificates and subscription documents
☐ Records maintained under Fla. Admin. Code Ch. 69W-500

5. BAD ACTOR DISQUALIFICATION CHECK (Rule 506(d))

Before relying on Rule 506, verify that no Related Person is subject to a Rule 506(d) "bad actor" disqualifying event including:
☐ Felony or misdemeanor securities conviction within 10 years (5 years for issuers)
☐ SEC, CFTC, or state securities commission order
☐ Order barring association with FINRA-member firm
☐ U.S. Postal Service false representation order
☐ FINRA suspension or expulsion

Completion date of background check: [__/__/____]
Performed by: [________________________________]

In Florida specifically, verify no outstanding order from the Florida Office of Financial Regulation under Fla. Stat. § 517.221 or final order under Fla. Stat. § 517.161.

6. OFFERING DETAILS WORKSHEET

6.1 Type of Security

☐ Equity ☐ Debt ☐ Option/Warrant/Right ☐ Security to be Acquired Upon Exercise ☐ Pooled Investment Fund Interest ☐ Tenant-in-Common ☐ Mineral Interest ☐ Other: [________]

6.2 Offering Amounts

• Total Offering Amount: $[____________]
• Amount Already Sold (to date): $[____________]
• Amount Remaining to Be Sold: $[____________]
• Minimum Investment per Investor: $[____________]

6.3 Investor Information

• Number of investors to date: [____]
• Number of non-accredited investors to date: [____] (must be 0 for Rule 506(c))
• Number of Florida-resident investors: [____]

6.4 Duration

• Date of first sale: [__/__/____] ☐ None yet
• Expected end of offering: [__/__/____] ☐ Indefinite

6.5 Use of Proceeds

☐ General working capital
☐ Acquisition
☐ Repayment of debt
☐ Research and development
☐ Marketing
☐ Executive compensation (% of proceeds: [__]%)
☐ Other: [________________________________]

6.6 Sales Compensation

• Any broker-dealer involvement? ☐ Yes ☐ No
• Broker-Dealer Name: [________________________________]
• CRD #: [________________________________]
• States of registration: [________________________________]
• Is broker-dealer registered with Florida OFR under Fla. Stat. § 517.12? ☐ Yes ☐ No
• Commissions: $[____________] or [__]%
• Finder's fees: $[____________]

IMPORTANT: Under Florida law, it is unlawful to pay transaction-based compensation to an unregistered person for sales into Florida (Fla. Stat. §§ 517.07, 517.12). "Finders" who receive transaction-based compensation generally must be registered.

7. FILING DEADLINES AND PROCEDURE

7.1 Federal Form D Deadline

File Form D on EDGAR within fifteen (15) calendar days after the first sale of securities, pursuant to 17 C.F.R. § 230.503(a). The date of first sale is the date the first investor becomes irrevocably obligated to purchase (not the closing date).

7.2 Amendments

File amended Form D when required under Rule 503(a)(3), including:

• Annually, within one year of prior filing, if the offering is continuing
• Promptly if material changes occur (name, address, Related Persons, offering amount increase of 10%+)
• Upon conclusion of the offering (final amendment)

7.3 EDGAR Filing

• Obtain CIK and EDGAR access codes at https://www.sec.gov/cgi-bin/browse-edgar
• File at https://www.sec.gov/edgar/filer-information/current-edgar-filer-manual
• No federal filing fee

7.4 Florida Notice Filing (If Required for Non-506 Offerings)

If relying on Rule 504 or another non-preemption exemption, submit notice filing to:

Florida Office of Financial Regulation
Division of Securities
200 East Gaines Street
Tallahassee, Florida 32399-0375
Website: https://flofr.gov

8. REPRESENTATIONS AND UNDERTAKINGS OF ISSUER

The Issuer represents and undertakes:

8.1 Accuracy

All information in the Form D filing is true, complete, and not misleading, in all material respects, based on the knowledge of the undersigned officer after due inquiry.

8.2 Exemption Compliance

The offering is conducted in compliance with the federal Regulation D exemption claimed and, if applicable, with Fla. Stat. § 517.061(11), Fla. Admin. Code Ch. 69W-500, and other applicable Florida securities laws.

8.3 Antifraud Compliance

The Issuer acknowledges that the anti-fraud provisions of Section 10(b) of the Exchange Act, Rule 10b-5, Section 17 of the Securities Act, and Fla. Stat. § 517.301 apply regardless of federal preemption, and that violations are subject to SEC enforcement, Florida OFR enforcement under Fla. Stat. § 517.221, private actions under Fla. Stat. § 517.211, and criminal penalties under Fla. Stat. § 517.302.

8.4 No Bad Actor Disqualification

No Related Person is subject to a disqualifying event under Rule 506(d).

8.5 Recordkeeping

The Issuer shall maintain complete records of the offering, including subscription documents, investor questionnaires, accredited investor verifications, and sales compensation, for at least five (5) years, consistent with Fla. Admin. Code R. 69W-500.017.

8.6 Florida Right of Rescission

If relying on Fla. Stat. § 517.061(11), the Issuer acknowledges that non-accredited Florida purchasers have a three-day right to rescind their subscription.

8.7 Cooperation With OFR

The Issuer shall cooperate with any examination by the Florida Office of Financial Regulation under Fla. Stat. § 517.121.

9. FLORIDA-SPECIFIC DISCLOSURE LEGEND

The following legend should appear on the cover page of any offering document delivered to Florida purchasers relying on Fla. Stat. § 517.061(11):

"FLORIDA RESIDENTS: These securities have not been registered under Section 517.07 of the Florida Securities and Investor Protection Act (Chapter 517, Florida Statutes). They are being offered and sold in reliance on the exemption from registration provided by Section 517.061(11), Florida Statutes. If you are a Florida resident and you are not an accredited investor as defined in Rule 501(a) of Regulation D, you have the right, pursuant to Section 517.061(11)(a)(5), Florida Statutes, to void your purchase, without penalty, by written notice to the Issuer within THREE (3) BUSINESS DAYS after you first tender consideration for the securities. The securities are further subject to substantial restrictions on resale under federal and state securities laws. The securities involve a high degree of risk and should be purchased only by persons who can afford the loss of their entire investment."

10. FLORIDA RESALE RESTRICTIVE LEGEND (SHARE CERTIFICATES)

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, CHAPTER 517, FLORIDA STATUTES. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THEY MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS REGISTERED UNDER THE FEDERAL SECURITIES ACT AND THE FLORIDA SECURITIES ACT, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH EXEMPTION IS AVAILABLE."

11. ENFORCEMENT AND LIABILITY REMINDERS

11.1 Florida OFR Enforcement Powers

The Office of Financial Regulation has broad enforcement authority under Fla. Stat. § 517.221, including:

• Cease-and-desist orders
• Administrative fines up to $10,000 per violation (Fla. Stat. § 517.221(3))
• Suspension or revocation of registrations
• Referral to Florida Attorney General for injunctive relief

11.2 Private Rights of Action

Fla. Stat. § 517.211 provides private rights of action for unregistered sales and material misstatements:

• Rescission (full refund plus interest)
• Damages if securities no longer held
• Attorney's fees and costs (unique feature of Florida statute compared to federal)
• Joint and several liability for control persons, directors, officers, and sales agents

11.3 Criminal Penalties

Willful violations of Fla. Stat. Ch. 517 may constitute a third-degree felony under Fla. Stat. § 517.302 (up to 5 years imprisonment for violations, 30 years for frauds exceeding $50,000 under § 775.0844).

11.4 Statute of Limitations

Private actions under § 517.211 must be brought within two (2) years from the date of violation, but not more than five (5) years after the sale (Fla. Stat. § 95.11(4)(e)).

12. EXECUTION OF FORM D NOTICE

12.1 Execution

The undersigned officer of the Issuer, duly authorized, executes this Form D package and authorizes counsel to file Form D on EDGAR and make any required state notice filings.

ISSUER: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________] (must be an executive officer, director, managing member, or general partner listed in Item 3)
Date: [__/__/____]

12.2 Board Resolution (Recommended Internal Record)

"RESOLVED, that the directors/managers of the Issuer hereby authorize the officers to (a) conduct an offering of the Issuer's securities in reliance on Rule [504 / 506(b) / 506(c)] of Regulation D, (b) file a Form D on EDGAR within 15 days of first sale, (c) coordinate any required state notice filings, including with the Florida Office of Financial Regulation if applicable, (d) prepare and deliver appropriate disclosure documents, and (e) take such other actions as necessary to complete the offering in compliance with federal and Florida securities laws."

13. POST-FILING CHECKLIST

☐ Save EDGAR filing receipt and confirmation number
☐ Calendar annual amendment deadline (within 1 year of each filing if offering is ongoing)
☐ Calendar termination amendment deadline
☐ Retain investor files for minimum 5 years
☐ Monitor for any Florida OFR inquiry or examination
☐ File any required state notice filings in OTHER states where Florida residents invest or where sales occur
☐ Update Form D promptly for material changes

SOURCES AND REFERENCES

• Florida Securities and Investor Protection Act (Ch. 517): https://www.flsenate.gov/Laws/Statutes/2025/Chapter517
• Fla. Stat. § 517.061 (Exempt Transactions): https://www.flsenate.gov/Laws/Statutes/2025/517.061
• Fla. Stat. § 517.1202 (Notice-Filing for Federal Covered Securities): https://www.flsenate.gov/Laws/Statutes/2025/517.1202
• Fla. Stat. § 517.211 (Private Right of Action): https://www.flsenate.gov/Laws/Statutes/2025/517.211
• Fla. Stat. § 517.301 (Anti-Fraud Provisions): https://www.flsenate.gov/Laws/Statutes/2025/517.301
• Florida Office of Financial Regulation, Division of Securities: https://flofr.gov/divisions-offices/division-of-securities
• Florida OFR Securities FAQ: https://flofr.gov/divisions-offices/division-of-securities/frequently-asked-questions
• Florida Administrative Code Chapter 69W-500 (Exempt Transactions): https://flrules.org/gateway/ChapterHome.asp?Chapter=69W-500
• SEC Form D Filing: https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice
• Regulation D (17 C.F.R. §§ 230.500–230.508): https://www.ecfr.gov/current/title-17/chapter-II/part-230