(a) Before any offer or sale of a security
under AS 45.55. 175, the issuer shall contemporaneously provide to each
prospective purchaser the following disclosures:
(1) the name and physical address of the
issuer, officers, directors, and controlling persons;
(2) a description of the experience and
qualifications of the issuer, officers, directors, and controlling persons;
(3) a description of the business,
including how long it has been in operation and the specific reason for the
offering;
(4) a discussion in plain
language of the significant factors material to the offering, including those
that make the offering speculative or risky;
(5) the total offering amount and how the
issuer expects to use the proceeds of the offering, including compensation and
expenses related to the offering;
(6) the minimum target offering amount the
issuer is seeking to raise through the offering and the deadline to raise the
minimum target offering amount;
(7) the terms and conditions of the
securities being offered, the total amount of securities that are outstanding
before the offering, and the total amount of securities being offered or sold
in reliance on the exemption in
AS
45.55.175; and
(8) a description of any litigation or legal
proceedings within the past five years, if any, involving the issuer or any
persons associated with the issuer.
(b) The issuer shall inform all investors
that the securities exempted under
3
AAC 08.810 -
3
AAC 08.895 are not registered with the state, that
they are subject to a limitation on resale and investors may not be able to
sell their securities promptly or may only be able to sell them at a
substantial discount from the offering price. On the cover page of the offering
document, the disclosure must contain in all capital letters in 12 point font
or larger the following language:
"THESE SECURITIES ARE BEING SOLD IN RELIANCE ON AN
EXEMPTION TO THE FEDERAL SECURITIES REGISTRATION REQUIREMENTS UNDER SECTION
3(a)(11) OF THE SECURITIES ACT OF 1933 AND UNDER
AS
45.55.175 OF THE ALASKA SECURITIES ACT. THESE
SECURITIES CAN ONLY BE SOLD TO RESIDENTS OF ALASKA AND ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE. INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
IN MAKING AN INVESTMENT DECISION, INVESTORS SHOULD RELY ON
THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS REVEALED IN THESE OFFERING
DOCUMENTS, INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE AUTHORITY OR REGULATORY COMMISSION NOR HAVE THEY CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE."
(c) At the time of sale the issuer shall
require all investors to sign the following acknowledgement: "I acknowledge
that I am investing in a high-risk, speculative business venture, that I may
lose all of my investment, and that l can afford the loss of my
investment."
