Tenn. Comp. R. & Regs. 0780-04-02-.18 - TIER 2 OF REGULATION A SECONDARY SALES EXEMPTION

(1) By the authority delegated to the commissioner in T.C.A. §§ 48-1-103(b)(11) and 48-1-116, the following transactions are determined to be exempt from the requirements of T.C.A. § 48-1-104:

(2) Any non-issuer transaction by a registered agent of a registered broker-dealer in a security of a class that has been outstanding in the hands of the public for at least 90 days by an issuer that previously sold securities in an offering qualified under Tier 2 of Regulation A, codified at 17 CFR § 230.251 et seq., provided that at the time of the transaction:

(a) The issuer is subject to and current in its ongoing reporting requirements under 17 CFR § 230.257(b);

(b) The issuer of the security is actually engaged in business and not in the organizational stage or in bankruptcy or receivership and is not a blank check, blind pool or shell company whose primary plan of business is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person or persons;

(c) The security is sold at a price reasonably related to the current market price of the security;

(d) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security; and

(e) The issuer of the security has a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934, or designated for trading on the National Association of Securities Dealers Automated Quotation System (NASDAQ), unless:

1. The issuer of the security has been engaged in continuous business (including predecessors) for at least three years, or

2. The issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months or, in the case of a reorganization or merger where parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet.

Notes

Tenn. Comp. R. & Regs. 0780-04-02-.18

Original rule filed September 30, 2019; effective 12/29/2019.

Authority: T.C.A. §§ 48-1-103(b), 48-1-104, and 48-1-116.