Current through Register Vol. 30, No. 38, September 20, 2024
A. An offering of securities within or from
Arizona made to not more than 10 persons is added to the class of transactions
exempt under A.R.S. §
44-1844.
An issuer relying on this Section shall comply with all of the following
conditions.
1. The aggregate amount of all
offerings made by an issuer under this exemption within or from Arizona shall
not exceed $100,000.
2. The issuer
shall pay no commission or remuneration of any kind, other than transfer
agent's fees, directly or indirectly to any person in connection with the
distribution or sale of such securities.
3. At least 10 business days before the
offering is made, the issuer shall file with the Commission a verified
statement of the details and purposes of the offering and the financial
condition of the issuer. The issuer shall not make any material change in the
details of the offering without the Commission's consent.
4. The issuer shall obtain Commission
approval of any subscription contract calling for deferred payments.
5. An issuer that is not domiciled in Arizona
or is not incorporated under the laws of this state shall file a consent to
service (Uniform Form U-2) with the verified statement prescribed in subsection
(A)(3) above.
6. The issuer and any
person acting on its behalf shall reasonably believe prior to making any sale
that the investment is suitable for the purchaser. For the limited purpose of
this condition only, the investment is deemed suitable if it does not exceed
20% of the investor's net worth (excluding principal residence, furnishings
therein, and personal automobiles).
B. This exemption shall not apply to an
offering made in connection with or integrated with an offering otherwise
subject to A.R.S. §§
44-1841
and
44-1842.
This Section is not available to any issuer for any transaction or any chain of
transactions that, although in technical compliance with the Section, is part
of a plan or scheme to evade the registration provisions of the Securities Act
of Arizona.
C. The same issuer may
file successive notices under this Section until the total amount encompassed
in such filings equals $100,000.
D.
The verified statement is not a prescribed form, but shall be executed by an
authorized officer of the issuer whose signature shall be verified under oath
and shall include all of the following:
1.
The title "Notice of Intention to Sell Securities Under A.A.C.
R14-4-102."
2. In the caption the
issuer's full name, the issuer's type of organization, and the state in which
the issuer was organized.
3. The
details and purposes of the offering, including but not limited to a
description of the securities to be sold, the number of units and selling price
per unit, the method of offering, and the allocation of proceeds.
4. A statement of financial condition
prepared in accordance with
R14-4-123.
5. A recitation of the facts clearly
indicating that all conditions affecting eligibility for exemption
exist
6. A statement that the
issuer has taken appropriate action to authorize the issuance of
securities.
7. The issuer's
principal business address and mailing address if different from the principal
business address.
8. Below the
verification of signature, the following form for acknowledgment by the
Commission:
"Receipt of the foregoing Notice of Intention to Sell
Securities is acknowledged as of the date indicated. The Commission enters no
objection to the offering described therein, and such offering may be commenced
__________________, 20___.
ARIZONA CORPORATION COMMISSION
Securities Division
____________________"
E. Filing of notice, exhibits, and fee:
1. The issuer shall file two originally
executed copies of the verified statement, except that only one copy of the
financial statement is required if such statement is attached to, rather than
included in, the instrument. The Commission shall acknowledge one copy of the
verified statement and return it to the issuer as evidence of filing.
2. The issuer shall file one copy of any
subscription form or written material describing, or to be used in connection
with, the offering.
3. The issuer
shall file a nonrefundable fee as prescribed by A.R.S. §
44-1861(G).
F. The Commission may deny or
revoke this exemption to any issuer for the reasons listed in A.R.S.
§§
44-1921(1)
through
44-1921(6).
The Securities Division shall notify the issuer of such denial or revocation.
Such notice shall be given by certified mail.
G. This exemption shall be effective for one
year from the date the Director acknowledges the Notice of Intention to Sell
Securities.
