Alaska Administrative Code
Title 3 - Commerce, Community, and Economic Development
Part 1 - Banking, Securities, Small Loans and Corporations
Chapter 08 - Securities
Article 7 - Small Intrastate Securities Offerings
3 AAC 08.820 - Required disclosures

Universal Citation: 3 AK Admin Code 08.820

Current through February 24, 2025

(a) Before any offer or sale of a security under AS 45.55. 175, the issuer shall contemporaneously provide to each prospective purchaser the following disclosures:

(1) the name and physical address of the issuer, officers, directors, and controlling persons;

(2) a description of the experience and qualifications of the issuer, officers, directors, and controlling persons;

(3) a description of the business, including how long it has been in operation and the specific reason for the offering;

(4) a discussion in plain language of the significant factors material to the offering, including those that make the offering speculative or risky;

(5) the total offering amount and how the issuer expects to use the proceeds of the offering, including compensation and expenses related to the offering;

(6) the minimum target offering amount the issuer is seeking to raise through the offering and the deadline to raise the minimum target offering amount;

(7) the terms and conditions of the securities being offered, the total amount of securities that are outstanding before the offering, and the total amount of securities being offered or sold in reliance on the exemption in AS 45.55.175; and

(8) a description of any litigation or legal proceedings within the past five years, if any, involving the issuer or any persons associated with the issuer.

(b) The issuer shall inform all investors that the securities exempted under 3 AAC 08.810 - 3 AAC 08.895 are not registered with the state, that they are subject to a limitation on resale and investors may not be able to sell their securities promptly or may only be able to sell them at a substantial discount from the offering price. On the cover page of the offering document, the disclosure must contain in all capital letters in 12 point font or larger the following language:

"THESE SECURITIES ARE BEING SOLD IN RELIANCE ON AN EXEMPTION TO THE FEDERAL SECURITIES REGISTRATION REQUIREMENTS UNDER SECTION 3(a)(11) OF THE SECURITIES ACT OF 1933 AND UNDER AS 45.55.175 OF THE ALASKA SECURITIES ACT. THESE SECURITIES CAN ONLY BE SOLD TO RESIDENTS OF ALASKA AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

IN MAKING AN INVESTMENT DECISION, INVESTORS SHOULD RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS REVEALED IN THESE OFFERING DOCUMENTS, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE AUTHORITY OR REGULATORY COMMISSION NOR HAVE THEY CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."

(c) At the time of sale the issuer shall require all investors to sign the following acknowledgement: "I acknowledge that I am investing in a high-risk, speculative business venture, that I may lose all of my investment, and that l can afford the loss of my investment."

Authority: AS 45.55.175

AS 45.55.950

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