Current through Rules and Regulations filed through March 20, 2024
(1) No exemption under Section
10-5-11(14) of the Act, the Georgia ULOE or the Invest
Georgia Exemption shall be available for any Offering if the issuer; any
predecessor of the issuer; any affiliate of the issuer; any member of the board
of directors, officer, general partner, limited liability company manager or
managing member of the issuer; or any person that has been or will be paid
(directly or indirectly) remuneration for solicitation of purchasers in
connection with such sale of securities pursuant to the Offering:
(a) Has filed a registration statement which
is the subject of any pending proceeding or examination under Section 8 of the
Securities Act of 1933, or has been the subject of any refusal order or stop
order thereunder within five (5) years prior to the Offering;
(b) Is subject to any pending proceeding
under SEC Rule 258 promulgated under the Securities Act of 1933, or any similar
section adopted under Section 3(b) of the Securities Act of 1933, or to an
order entered thereunder within five (5) years prior to the Offering;
(c) Has been convicted within five (5) years
prior to the Offering of any felony or misdemeanor in connection with the
purchase or sale of any security or involving the making of any false filing
related to the offer or sale of any security;
(d) Is subject to any order, judgment, or
decree of any court of competent jurisdiction or regulatory authority
(including non-U.S. regulatory authorities) temporarily or preliminarily
restraining or enjoining, or is subject to any order, judgment or decree of any
court of competent jurisdiction or regulatory authority entered within five (5)
years prior to the Offering permanently restraining or enjoining, such person
from engaging in or continuing any conduct or practice in connection with the
purchase or sale of any security or involving the making of any false filing
related to the offer or sale of any security; or
(e) Is subject to a United States Postal
Service false representation order entered under §
39 U.S.C. 3005 within five (5) years prior to the
Offering, or is subject to a temporary restraining order or preliminary
injunction entered under §
39 U.S.C. 3007 with respect to conduct alleged to have
violated §
39 U.S.C. 3005.
(2) Paragraph (1) of this section shall not
apply:
(a) Upon a showing of good cause and
without prejudice to any other action by the Commissioner, if the Commissioner
determines that it is not necessary under the circumstances that an exemption
be denied; and
(b) If the issuer
establishes that it did not know, and in the exercise of reasonable care could
not have known, that a disqualification existed under paragraph (1) of this
section. An issuer will not be able to establish that it has exercised
reasonable care unless it has made factual inquiry into whether any
disqualifications exist. The nature and scope of the requisite inquiry will
vary based on the circumstances of the issuer and the other offering
participants.
(3) This
Rule shall apply to all Offerings in which any sale is made within, or to any
person in, the State of Georgia on or after the thirtieth
(30th) day following the date of adoption
hereof.
(4) For purposes of
paragraph (a) of this Section, events relating to any Affiliate Of the issuer
that occurred before the affiliation arose will not be considered disqualifying
if the affiliated entity is not:
(a) In
control of the issuer; or
(b) Under
common control with the issuer by a third party that was in control of the
affiliated entity at the time of such events.
O.C.G.A. Secs.
10-5-3, 10-5-10, 10-5-11, 10-5-13, 10-5-70.
