1. (1) Notice-filing.

   1. (a) An issuer intending to conduct an offering of securities under the Florida Limited Offering Exemption, Section 517.0611, F.S., shall file at least ten (10) days before the issuer commences an offering of securities or the offering is displayed on a website of an intermediary the Notice of Florida Limited Offering Exemption (Form FLO) electronically on the Office of Financial Regulation’s website at https://real.flofr.com through the Regulatory Enforcement and Licensing (REAL) System. The notice-filing shall include all information required by such form and payment of the statutory fees required by Section 517.0611(5), F.S. The notice-filing shall be deemed received on the date the Office issues a confirmation of submission and payment to the issuer via the Office’s website.

   2. (b) A notice-filing shall include the following:

      1. Notice of Florida Limited Offering Pursuant to Section 517.0611, Florida Statutes, Form FLO, effective 08/2025. A sample form is hereby incorporated by reference and available at HYPERLINK "http://www.flrules.org/Gateway/reference.asp?No=Ref-18412"http://www.flrules.org/Gateway/reference.asp?No=Ref-18412 or from the Office at https://flofr.gov/divisions-offices/division-of-securities/forms-incorporated-by-reference-to-division-of-securities-rules

      2. A copy of the issuer’s disclosure statement, pursuant to Section 517.0611(7), F.S.

      3. Statutory fee in the amount required by Section 517.0611(8), F.S.

2. (2) Amendment of notice-filing. If there are any material changes to the information contained in the Form FLO, the issuer shall amend the information by filing an amended Form FLO with the Office within ten (10) days of the material change. Issuers shall amend information by filing the Form FLO electronically with the Office through the REAL System. Failure to file amendments shall be considered a violation of Section 517.0611(6), F.S.
3. (3) Termination of notice-filing. Where an issuer cancels or terminates its notice-filing for any reason, notice of such fact shall be filed electronically with the Office on the Form FLO through the REAL System within ten (10) calendar days of the date of cancellation or termination.

4. (4) Financial statements. For purposes of subparagraphs 517.0611(8)(k)2. and 3., F.S.:

   1. (a) Financial statements must be reviewed in accordance with United States generally accepted auditing standards; and,
   2. (b) Certified public accountants who prepare or review an issuer’s financial statements must meet the standards of independence described in Rule 2-01(b) and (c) of Regulation S-X (17 C.F.R. §§210.2-01(b) and (c)), which is incorporated by reference in Rule 69W-200.002, F.A.C.
5. (5) Disclosure statement. Certain terms used in Section 517.0611(8), F.S., regarding the disclosure statement required to be provided by the issuer, are defined in Preparing a Disclosure Statement for a Florida Limited Offering Pursuant to Section 517.0611, F.S., Supplement FLO, effective 08/2025. A sample form is hereby incorporated by reference as part of this rule and is available at HYPERLINK "http://www.flrules.org/Gateway/reference.asp?No=Ref-18413"http://www.flrules.org/Gateway/reference.asp?No=Ref-18413, or from the Office at https://flofr.gov/divisions-offices/division-of-securities/forms-incorporated-by-reference-to-division-of-securities-rules.

Rulemaking Authority 517.03(1), 517.0611 FS. Law Implemented 517.0611 FS. History–New 12-29-15, Amended 9-16-25.