Baby Shelf

An issuer is eligible to file a shelf registration statement on Form S-3 (or Form F-3 for foreign private issuers) for primary offerings even if they have less than $75 million in public float, if the issuer: meets the general eligibility conditions for the use of Form S-3 or F-3; has a class of common equity securities that is listed and registered on a national securities exchange; has not sold securities valued at more than one-third of its public float in certain primary offerings over the previous twelve calendar months; and is not a shell company and has not been a shell company for at least twelve calendar months. The Form S-3 Instruction 1.B.6(a) that limits the amount that the issuer can offer to up to one-third of the market value in any trailing twelve-month period often is referred to as the “baby shelf rule,” and the shelf registration statements filed by issuers that have less than $75 million in public float and are subject to this limitation, are referred to as “baby shelves.”

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