1 Miss. Code. R. 14-2-2.29 - Notice Filings for Rule 506 Offerings
A.
Electronic filing.
All filings or submissions under this Rule shall be made electronically through a state portal approved by the Division.
B.
Initial. An
issuer offering a security that is a covered security under Section 18(b)(4)(E)
of the Securities Act of 1933,
15 U.S.C. §
77r(b)(4)(E), must submit to
the Division or its designee, no later than fifteen (15) days after the first
sale of such federal covered security in this state unless the end of that
period falls on a Saturday, Sunday, or state or federal holiday, in which case
the due date would be the first business day following, a conformed copy of an
electronically filed SEC Form D as filed with the SEC in the version of that
form accepted at the time of filing by the SEC for filings made pursuant to
Rule 506 of SEC Regulation D,
17 C.F.R. §
230.506, the fee set forth in Section
75-71-310(b) of
the Act and Rule 4.01(B)(1) and any late fee (if applicable) as set forth in
Section 75-71-310(b) of
the Act and Rule 4.01(B)(2). If the offering includes multiple issuers filing
on the same Form D, a separate fee shall be paid for each issuer issuing
securities in this state.
C.
Renewal. When an offering is not completed within twelve (12)
months of the date of initial notice filing, a sales report and nonrefundable
renewal fee as set forth in Section
75-71-310(d) of
the Act and Rule 4.01(B)(3) must be submitted to the Division. The sales report
must include:
(1) the name of the
issuer,
(2) a description of the
securities filed in this state, and
(3) the aggregate amount of securities sold
in this state.
D.
Termination. Whenever an offering of securities under Section
75-71-302(c) of
the Act has been completed or is terminated, notice of termination of the
offering and the fee set forth in Section
75-71-310(e) of
the Act shall be filed within sixty (60) days of completion. The notice of
termination shall state:
(1) the name of the
issuer,
(2) a description of the
securities filed in Mississippi,
(3)
the aggregate amount of securities sold in this state, and
(4) the date the offering was
completed.
Notes
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