15 CSR 30-54.215 - Missouri Accredited Investor Exemption
PURPOSE: This rule more clearly describes the exemption of offers and sales to accredited investors from the requirements of sections 409.3-301 and 409.5-504 of the Missouri Securities Act of 2003.
(1) The commissioner, pursuant to the
provisions of section
409.2-203
of the Missouri Securities Act of 2003 (the Act), exempts any offer or sale of
a security by an issuer in a transaction that meets the requirements of this
rule from the requirements of section
409.3-301
and
409.5-504
of the Act. Sales of securities shall be made only to persons who are or the
issuer reasonably believes are accredited investors. "Accredited investor" is
defined in
17 CFR
230.501(a).
(2) The exemption is not available to an
issuer that is in the development stage that either has no specific business
plan or purpose or has indicated that its business plan is to engage in a
merger or acquisition with an unidentified company or companies, or other
entity or person.
(3) The issuer
reasonably believes that all purchasers are purchasing for investment and not
with the view to or for sale in connection with a distribution of the security.
Any resale of a security sale in reliance on this exemption within twelve (12)
months of sale shall be presumed to be with a view to distribution and not for
investment, except a resale pursuant to a registration statement effective
under section
409.3-301
of the Act or to an accredited investor pursuant to an exemption available
under section
409.2-203
of the Act.
(4) The exemption is
not available to an issuer if the issuer, any of the issuer's predecessors, any
affiliated issuer, any of the issuer's directors, officers, general partners,
beneficial owners of ten percent (10%) or more of any class of its equity
securities, any of the issuer's promoters presently connected with the issuer
in any capacity, any underwriter of the securities to be offered, or any
partner, director or officer of such underwriter:
(A) Within the last five (5) years, has filed
a registration statement which is the subject of a currently effective
registration stop order entered by any state securities administrator or the
United States Securities and Exchange Commission;
(B) Within the last five (5) years, has been
convicted of any criminal offense in connection with the offer, purchase or
sale of any security, or involving fraud or deceit;
(C) Is currently subject to any state or
federal administrative enforcement order or judgment, entered within the last
five (5) years, finding fraud or deceit in connection with the purchase or sale
of any security; or (D) Is currently subject to any order, judgment or decree
of any court of competent jurisdiction, entered within the last five (5) years,
temporarily, preliminarily or permanently restraining or enjoining such party
from engaging in or continuing to engage in any conduct or practice involving
fraud or deceit in connection with the purchase or sale of any
security.
(5) Section
(4) shall not apply if:
(A) The party subject
to the disqualification is licensed or registered to conduct securities related
business in the state in which the order, judgment or decree creating the
disqualification was entered against such party;
(B) Before the first offer under this
exemption, the state securities administrator, or the court or regulatory
authority that entered the order, judgment, or decree, waives the
disqualification; or
(C) The issuer
establishes that it did not know and in the exercise of reasonable care, based
on a factual inquiry, could not have known that a disqualification existed
under this section.
(6)
A general announcement of the proposed offering may be made by any
means.
(7) The general announcement
shall include only the following information, unless additional information is
specifically permitted by the commissioner:
(A) The name, address and telephone number of
the issuer of the securities;
(B)
The name, a brief description and price (if known) of any security to be
issued;
(C) A brief description of
the business of the issuer in twenty-five (25) words or less;
(D) The type, number and aggregate amount of
securities being offered;
(E) The
name, address and telephone number of the person to contact for additional
information; and
(F) A statement
that:
1. Sales will only be made to
accredited investors;
2. No money
or other consideration is being solicited or will be accepted by way of this
general announcement; and
3. The
securities have not been registered with or approved by any state securities
agency or the U.S. Securities and Exchange Commission and are being offered and
sold pursuant to an exemption from registration.
(8) The issuer, in connection with
an offer, may provide information in addition to the general announcement under
section (7), if such information:
(A) Is
delivered through an electronic database that is restricted to persons who have
been prequalified as accredited investors; or
(B) Is delivered after the issuer reasonably
believes that the prospective purchaser is an accredited investor.
(9) No telephone solicitation
shall be permitted unless prior to placing the call, the issuer reasonably
believes that the prospective purchaser to be solicited is an accredited
investor.
(10) Dissemination of the
general announcement of the proposed offering to persons who are not accredited
investors shall not disqualify the issuer from claiming the exemption under
this rule.
(11) The issuer shall
file with the securities division a Form AI, a consent to service of process, a
copy of the general announcement, and a notice filing fee in compliance with
rule
15 CSR 30-50.030 within
fifteen (15) days after the first sale in this state.
Notes
*Original authority: 409.2-203, RSMo 2003 and 409.6-605, RSMo 2003.
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.