15 CSR 30-54.215 - Missouri Accredited Investor Exemption
(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
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