RULE 590-4-3-.06 - Delivery and Contents of Prospectus

RULE 590-4-3-.06. Delivery and Contents of Prospectus

(1) Filing. Each registration statement filed under the Act shall include a prospectus to be used in connection with the proposed securities offering.

(2) Prospectus Delivery Requirements. As a condition of registration, an Applicant shall comply with the following:

(a) A person offering or selling a security under a registration statement filed pursuant to Section 10-5-23 of the Act shall deliver a copy of the final prospectus to each prospective purchaser before the confirmation of a sale made by or for the account of the person. Each subscription agreement shall contain a statement by the purchaser that the purchaser has received a copy of the prospectus.

(b) A person offering or selling a security under a registration statement filed pursuant to Section 10-5-22 of the Act shall deliver a copy of the prospectus as and to the extent required by the Securities Act of 1933.

(3) Form and Content.

(a) General Requirements. Each prospectus required to be included in a registration statement pursuant to this Rule shall satisfy the requirements of Rule 590-4-3-.05, unless the Commissioner waives or modifies such requirements.

(b) Registration by Coordination. Each prospectus included in a registration statement filed pursuant to Section 10-5-22 of the Act shall include the information required in Part I of the registration statement filed (or to be filed) by the issuer under the Securities Act of 1933 relating to such proposed securities offering, unless the Commissioner waives or modifies such requirements pursuant to Section 10-5-26 of the Act.

(c) Registration by Qualification. Each prospectus included in a registration statement filed pursuant to Section 10-5-23 of the Act, including a prospectus that forms a part of a registration statement filed pursuant to Rule 590-4-3-.04(2),shall include the following information as applicable, unless the Commissioner waives or modifies such requirements pursuant to Section 10-5-26 of the Act:

1. If the proposed offering to be registered under Section 10-5-23 of the Act is made in compliance with Regulation A under the Securities Act of 1933, then the information in the prospectus required by this rule shall be the information required by the then current version of Form 1-A under Regulation A;

2. If the proposed offering to be registered under Section 10-5-23 of the Act is made in compliance with SEC Rule 504 adopted pursuant to the Securities Act of 1933 or Section 4(5), 15 U.S.C. ยง 77 d(5), of the Securities Act of 1933, then the information in the prospectus required by this rule shall be in the information required by the then current version of Form U-7 (Small Company Offering Registration Form), available on NASAA's website; or

3. In all other cases, such information as may be ordered by the Commissioner.

(Original Rule entitled "Records to Be Made and Maintained by Issuer's of Registered Securities" adopted. F. July 5, 1974; eff. July 25, 1974. Repealed: New Rule entitled "Determination of Filing Date, Waiver of Time Limits, and Abandonment of Registration Statements" adopted. F. Dec. 9, 1980; eff. Dec. 29, 1980. Repealed: New Rule entitled "Determination of Filing Date; Waiver of Time Limits; Abandonment of Registration Statements" adopted. F. Apr. 13, 1983; eff. May 3, 1983. Amended: F. Feb. 24, 1987; eff. Mar. 16, 1987. Repealed: New Rule entitled "Determination of Filing Date; Time Limits; Abandonment of Registration Statements" adopted. F. Dec. 21, 2004; eff. Jan. 10, 2005. Repealed: New Rule entitled "Delivery and Contents of Prospectus" adopted. F. Nov. 18, 2011; eff. Dec. 8, 2011.)

O.C.G.A. Secs. 10-5-10, 10-5-23, 10-5-70, 10-5-74.

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