C.F.R. » Title 17 » CHAPTER II—SECURITIES AND EXCHANGE COMMISSION › PART 229—STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975—REGULATION S-K › Subpart 229.500—Registration Statement and Prospectus Provisions

17 C.F.R. § 229.505

(Item 505) Determination of offering price

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(a) Common equity. Where common equity is being registered for which there is no established public trading market for purposes of paragraph (a) of Item 201 of Regulation S-K (§ 229.201(a)) or where there is a material disparity between the offering price of the common equity being registered and the market price of outstanding shares of the same class, describe the various factors considered in determining such offering price.

(b) Warrants, rights and convertible securities. Where warrants, rights or convertible securities exercisable for common equity for which there is no established public trading market for purposes of paragraph (a) of Item 201 of Regulation S-K (§ 229.201(a)) are being registered, describe the various factors considered in determining their exercise or conversion price.

Notes of Decisions
Cited in 2 cases (2 in the last 5 years), 2024–2024 · leading case: Camelot Event Driven Fund v. Morgan Stanley & Co., LLC, 2024 NY Slip Op 01866 (N.Y. App. Div. 2024).
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Camelot Event Driven Fund v. Morgan Stanley & Co., LLC, 2024 NY Slip Op 01866 (N.Y. App. Div. 2024). “They did not have such a duty under items 505 or 512, however, because their alleged secret holdings and intentions were not "considered in determining [the] offering price" (17 CFR 229.505[a]), and item 512 imposes a duty only on the "registrant" (17 CFR 229.”
Camelot Event Driven Fund v. Morgan Stanley & Co., LLC, 2024 NY Slip Op 01866 (N.Y. App. Div. 2024). “They did not have such a duty under items 505 or 512, however, because their alleged secret holdings and intentions were not "considered in determining [the] offering price" (17 CFR 229.505[a]), and item 512 imposes a duty only on the "registrant" (17 CFR 229.”
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