§ 230.1001Exemption for transactions exempt from qualification under § 25102(n) of the California Corporations
(1) Nothing in this section is intended to be or should be construed as
in any way relieving issuers or persons acting on behalf of issuers from
providing disclosure to prospective investors necessary to satisfy the
antifraud provisions of the federal securities laws. This section only
provides an exemption from the registration requirements of the Securities Act of 1933 (“the Act”) [15 U.S.C. 77aet seq.].
(2) Nothing in this section obviates the need to comply with any
applicable state law relating to the offer and sales
(3) Attempted compliance with this section does not act as an exclusive election; the
issuer also can claim the availability of
any other applicable exemption.
(4) This exemption is not available to any issuer for any transaction which, while
in technical compliance with the provision of this section, is part of a
plan or scheme to evade the registration
provisions of the Act. In such cases, registration under
the Act is required.
(a)Exemption. Offers and sales of securities that satisfy the
conditions of paragraph (n) of § 25102 of the California Corporations Code, and
paragraph (b) of this section, shall be exempt from the provisions of Section 5 of the Securities Act of
1933 by virtue of Section 3(b) of
(b)Limitation on and computation of offering price. The sum of all cash
and other consideration to be received for the securities shall not exceed
$5,000,000, less the aggregate offering price for all other securities sold in the same
offering of securities, whether pursuant to
this or another exemption.
(c)Resale limitations. Securities issued pursuant to this § 230.1001 are deemed to be “restricted securities” as defined in Securities Act Rule 144 [§
230.144]. Resales of such securities must be made in compliance with the
registration requirements of the Act or an exemption therefrom.