Regulation S-B

Regulation S-B is the source of disclosure requirements for “small business issuer” filings under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).

  1. Definition of small business issuer. A small business issuer is defined as a company that meets all of the following criteria:
    1. Has revenues of less than $25,000,000;
    2. Is a U.S. or Canadian issuer;
    3. Is not an investment company; and
    4. If a majority owned subsidiary, the parent corporation is also a small business issuer.

    Provided however, that an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer’s outstanding securities held by non-affiliates) of $25,000,000 or more.

    NOTE: The public float of a reporting company shall be computed by use of the price at which the stock was last sold, or the average of the bid and asked prices of such stock, on a date within 60 days prior to the end of its most recent fiscal year. The public float of a company filing an initial registration statement under the Exchange Act shall be determined as of a date within 60 days of the date the registration statement is filed. In the case of an initial public offering of securities, public float shall be computed on the basis of the number of shares outstanding prior to the offering and the estimated public offering price of the securities.