Fla. Stat. 517.0615
Solicitations of interest
Mentioned in
Capital Raising in Florida — It’s a New Ballgame
The Florida Bar, October 17, 2024
"For many years, Florida-based businesses seeking to raise capital within Florida were faced with a Florida securities statute that was out of date and far too limiting for intrastate capital-raising opportunities. Fortunately, thanks to a multi-year collaboration between the Business Law Section of The Florida Bar and Florida’s Office of Financial Regulation (OFR), legislation enacted in 2023 and 2024[1] significantly amended Ch."
Bibliographic info
(1)
A communication will not be deemed to constitute general solicitation or general advertising if the communication is made in connection with a seminar or meeting in which more than one issuer participates and which is sponsored by a college, a university, or another institution of higher education; a state or local government or an instrumentality thereof; a nonprofit chamber of commerce or other nonprofit organization; or an angel investor group, incubator, or accelerator, if all of the following apply:Advertising for the seminar or meeting does not reference a specific offering of securities by the issuer.The sponsor of the seminar or meeting does not do any of the following:Make investment recommendations or provide investment advice to attendees of the seminar or meeting.
Engage in any investment negotiations between the issuer and investors attending the seminar or meeting.
Charge attendees of the seminar or meeting any fees, other than reasonable administrative fees.
Receive any compensation for making introductions between seminar or meeting attendees and issuers or for investment negotiations between such parties.
Receive any compensation with respect to the seminar or meeting, which compensation would require registration or notice-filing under this chapter, the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment Advisers Act of 1940, 15 U.S.C. ss. 80b-1 et seq., as amended. The sponsorship or participation in the seminar or meeting does not by itself require registration or notice-filing under this chapter.
The type of information regarding an offering of securities by the issuer which is communicated or distributed by or on behalf of the issuer in connection with the seminar or meeting is limited to a notification that the issuer is in the process of offering or planning to offer securities, the type and amount of securities being offered, the intended use of proceeds of the offering, and the unsubscribed amount in an offering.If the event allows attendees to participate virtually, rather than in person, online participation in the event is limited to:Individuals that are members of, or otherwise associated with, the sponsor organization;
Individuals that the sponsor reasonably believes are accredited investors; or
Individuals that have been invited to the event by the sponsor based on industry or investment-related experience reasonably selected by the sponsor in good faith and disclosed in the public communications about the event.
(a)
Advertising for the seminar or meeting does not reference a specific offering of securities by the issuer.(b)
The sponsor of the seminar or meeting does not do any of the following:Make investment recommendations or provide investment advice to attendees of the seminar or meeting.Engage in any investment negotiations between the issuer and investors attending the seminar or meeting.Charge attendees of the seminar or meeting any fees, other than reasonable administrative fees.Receive any compensation for making introductions between seminar or meeting attendees and issuers or for investment negotiations between such parties.Receive any compensation with respect to the seminar or meeting, which compensation would require registration or notice-filing under this chapter, the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a et seq., as amended, or the Investment Advisers Act of 1940, 15 U.S.C. ss. 80b-1 et seq., as amended. The sponsorship or participation in the seminar or meeting does not by itself require registration or notice-filing under this chapter.(c)
The type of information regarding an offering of securities by the issuer which is communicated or distributed by or on behalf of the issuer in connection with the seminar or meeting is limited to a notification that the issuer is in the process of offering or planning to offer securities, the type and amount of securities being offered, the intended use of proceeds of the offering, and the unsubscribed amount in an offering.(d)
If the event allows attendees to participate virtually, rather than in person, online participation in the event is limited to:Individuals that are members of, or otherwise associated with, the sponsor organization;Individuals that the sponsor reasonably believes are accredited investors; orIndividuals that have been invited to the event by the sponsor based on industry or investment-related experience reasonably selected by the sponsor in good faith and disclosed in the public communications about the event.(2)
Before any offers or sales are made in connection with an offering, communications by an issuer or any person authorized to act on behalf of the issuer are not deemed to constitute general solicitation or general advertising if the communication is solely for the purpose of determining whether there is any interest in a contemplated securities offering. Requirements imposed under this chapter on written or oral statements made in the course of such communication may be enforced as provided in this chapter. The solicitation or acceptance of money or other consideration or of any commitment, binding or otherwise, from any person is prohibited.The communication must state all of the following:Money or other consideration is not being solicited and, if sent in response, will not be accepted.
Any offer to buy the securities will not be accepted, and no part of the purchase price will be accepted.
A person’s indication of interest does not involve obligation or commitment of any kind.
Any written communication under this subsection may include a means by which a person may indicate to the issuer that the person is interested in a potential offering. The issuer may require the name, address, telephone number, or e-mail address in any response form included in the written communication under this paragraph.A communication in accordance with this subsection is not subject to s. 501.059, regarding telephone solicitations.(a)
The communication must state all of the following:Money or other consideration is not being solicited and, if sent in response, will not be accepted.Any offer to buy the securities will not be accepted, and no part of the purchase price will be accepted.A person’s indication of interest does not involve obligation or commitment of any kind.(b)
Any written communication under this subsection may include a means by which a person may indicate to the issuer that the person is interested in a potential offering. The issuer may require the name, address, telephone number, or e-mail address in any response form included in the written communication under this paragraph.(c)
A communication in accordance with this subsection is not subject to s. 501.059, regarding telephone solicitations.
Source:
Section 517.0615 — Solicitations of interest, https://www.flsenate.gov/Laws/Statutes/2024/0517.0615 (accessed Aug. 7, 2025).