S.C. Code Regs. 13-205 - Accredited Investor Exemption
Any offer or sale of a security by an issuer in a transaction that meets the requirements of this Rule is exempted from Sections 35-1-301 and 35-1-504.
A. Sales of securities shall be made only to
accredited investors. "Accredited investor" is defined in
17 C.F.R.
230.501(a), as
amended.
B. 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.
C. The
issuer must reasonably believe that all purchasers are purchasing for
investment and not with the view to or for sale in connection with a
distribution of the security. Securities issued under this exemption may only
be resold pursuant to a registration or an exemption under the South Carolina
Uniform Securities Act of 2005 or other appropriate state or federal securities
acts.
D.
(1) A general announcement of the proposed
offering may be made by any means.
(2) The general announcement must include the
following:
(a) The name and address 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;
(d) The
name, address and telephone number of the person to contact for additional
information; and
(e) A statement
that:
(i) sales will only be made to
accredited investors;
(ii) no money
or other consideration is being solicited or will be accepted; and
(iii) the securities have not been registered
with or approved by any state securities agency or the United States Securities
and Exchange Commission and are being offered and sold pursuant to an exemption
from registration.
(3) The general announcement may include
additional information permitted by the Securities Commissioner.
(4) The general announcement of the proposed
offering shall only contain the information that is required or permitted in
Subsections D(2) and (3) of this Rule.
(5) 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.
E. The issuer, in connection with
an offer, may provide information in addition to the general announcement under
Section D above, once the issuer has determined that the prospective purchaser
is an accredited investor.
F. No
telephone solicitation shall be permitted until the issuer has determined that
the prospective purchaser to be solicited is an accredited investor.
G. The issuer shall file with the Securities
Commission a notice of the transaction, a copy of the general announcement, and
a fee of three hundred ($300.00) dollars within fifteen (15) days after the
first sale in this state.
Notes
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