Alaska Administrative Code
Title 3 - Commerce, Community, and Economic Development
Part 1 - Banking, Securities, Small Loans and Corporations
Chapter 08 - Securities
Article 4 - "Regulation D" Registration and Notice Procedure
3 AAC 08.505 - Registration of Rule 505 offerings
Universal Citation: 3 AK Admin Code 08.505
Current through February 24, 2025
(a) Offerings of securities not exceeding the greater of $5,000,000 or the limit established under 17 C.F.R. 230.505(b)(2)(i) (SEC Rule 505(b)(2)(i)) may be registered under this section, subject to the following:
(1) an unlimited number of accredited
investors may be involved;
(2) the
issuer must reasonably believe that, applying the provisions for "calculation
of number of purchasers" in 17 C.F.R. 230.501, the number of
purchasers, other than accredited investors, total no more than 35;
(3) sales may be made only to sophisticated
or suitable purchasers as described in (b) - (c) of this section;
(4) the requirements of
3
AAC 08.515(a) and (c) - (f) apply to
offerings registered under this section;
(5) advertising is not allowed without a
waiver from the administrator under
3
AAC 08.520(b);
(6) the sum of the following amounts may not
exceed the greater of $5,000,000 or the limit established under
17 C.F.R.
230.505(b)(2)(i):
(A) the dollar value for the amount of
securities being registered;
(B)
the aggregate offering price of all securities of the issuer sold within the 12
months before the effective date of the certificate of registration;
(C) the aggregate offering price of all
securities of the issuer sold during the course of the offering being
registered if the securities were sold in reliance on
15 U.S.C.
77 c(b) (sec. 3(b) of the Securities Act of
1933) or in violation of 15
U.S.C. 77 e(a) (sec. 5(a) of the Securities
Act of 1933).
(b) Provisions on offerings to sophisticated purchasers are as follows:
(1) the
registration of an offering to sophisticated purchasers under this section
allows sales to
(A) an accredited
investor;
(B) a permitted Alaska
purchaser; or
(C) a person, acting
alone or with a purchaser representative, who the issuer reasonably believes
has the knowledge and experience in financial and business matters to be
capable of evaluating the merits and risks of the proposed investment; the
issuer's reasonable belief of the person's knowledge and experience must exist
before a person becomes a purchaser;
(2) sales under this paragraph may be made by
the issuer, a person registered in this state to sell for the issuer, a
broker-dealer, or a person exempt from registration by AS 45.55 or this
chapter.
(c) The registration of an offering to suitable purchasers under this section allows
(1) sales to be made only by a broker-dealer
registered in this state who is also registered as a broker-dealer with the SEC
under 15 U.S.C. 78 o(b) (sec. 15(b) of the Securities Exchange Act of
1934);
(2) registration if the
broker-dealer who will conduct the sales reasonably believes that adequate
diligence and review have been applied in connection with the offering being
registered in order for the broker-dealer to adequately determine the
suitability of the offering to a purchaser; and
(3) sales if the broker-dealer reasonably
believes that the security is suitable for the purchaser after reasonable
inquiry concerning the purchaser's investment objectives, financial situation,
and needs, and after consideration of any other information known by the
broker-dealer.
(d) For purposes of this section, 17 C.F.R. 230.505(b)(2)(i), as revised as of October 1, 1999, is adopted by reference.
Authority:AS 45.55.110
AS 45.55.950
Disclaimer: These regulations may not be the most recent version. Alaska may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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