15 CSR 30-54.205 - Notice Filing Requirement for Regulation A-Tier 2 Offering

PURPOSE: This rule prescribes the policies and procedures applicable to offerings made in Missouri under Tier 2 of federal Regulation A and Section 18(b)(3) or Section 18(b)(4) of the Securities Act of 1933.

(1) Initial filing. The initial notice filing is effective for twelve (12) months from the date of the filing with this state. An issuer intending to offer and sell securities in this state in reliance on an exemption under Tier 2 of federal Regulation A shall file the following with the commissioner:

(A) Copies of all documents filed with the Securities and Exchange Commission, including Form 1-A;

(B) A cover letter providing the date on which the first sale of securities had occurred in Missouri or whether no sales have yet occurred in Missouri;

(C) A consent to service of process on Form U-2; and

(D) The filing fee of one hundred dollars ($100) as prescribed by section 409.3-302(e).

(2) Pursuant to 15 CSR 30-50.020(2), the documents listed in section (1) shall be filed either through paper filing with the commissioner or through transmittal to the Electronic Filing Depository operated by the North American Securities Administrators Association.

(3) Each notice filing made in accordance with section (1) shall be filed no later than fifteen (15) calendar days after the first sale of the securities in Missouri, unless the due date falls on a Saturday, Sunday, or holiday, in which case the due date is the first business day following.

(4) Late fees. Any filing or fee received after the fifteenth day after the first sale of securities in Missouri shall be subject to a late fee of fifty dollars ($50).

(5) Amendments. During the period of the offering, the issuer shall take steps necessary to insure that all material information contained in the notice filing remains current and accurate.

Notes

15 CSR 30-54.205

AUTHORITY: section 409.3-302, RSMo Supp. 2020, and section 409.6-605, RSMo 2016.* Original rule filed Aug. 7, 2020, effective Jan. 30, 2021.

Adopted by Missouri Register December 15, 2020/Volume 45, Number 24, effective 1/29/2021