(1) The offer or sale of a security by an
issuer shall be exempt from the requirements of Article 3 and Section
10-5-53 of the Act, and each individual who represents an issuer in an offer or sale
shall be exempt from the requirements of Section
10-5-30, if the offer or sale is conducted in accordance with each of the following
requirements:
(a) The issuer of the security
shall be a for-profit business entity registered with the Secretary of
State.
(b) The transaction shall
meet the requirements of the federal exemption for intrastate offerings in
either:
1. Section 3(a)(11) of the Securities
Act of 1933,
15 U.S.C. §
77 c(a)(11), and SEC Rule 147,
17 C.F.R. 230.147; or
2. Rule 147A,
17 C.F.R. 230.147(A).
(c) The sum of all cash
and other consideration to be received for all sales of the security in
reliance upon this exemption shall not exceed $5,000,000, less the aggregate
amount received for all sales of securities by the issuer within the 12 months
before the first offer or sale made in reliance upon this exemption.
(d) The issuer shall not accept more than
$10,000 from any single purchaser unless the purchaser is an accredited
investor as defined by rule 501 of SEC regulation D,
17 C.F.R. 230.501.
(e) All funds received from investors shall
be deposited into a bank or depository institution authorized to do business in
Georgia, and all the funds shall be used in accordance with representations
made to investors.
(f) Before an
offer is made in reliance on this exemption, the issuer shall file a notice
with the Commissioner in writing or in electronic form. The notice shall
specify that the issuer is conducting an offering in reliance upon this
exemption and shall contain the names and addresses of the following persons:
1. The issuer;
2. All persons who will be involved in the
offer or sale of securities on behalf of the issuer; and
3. The bank or other depository institution
in which investor funds will be deposited.
(g) The issuer shall not be, either before or
as a result of the offering, an investment company as defined in section 3 of
the Investment Company Act of 1940,
15 U.S.C. §
80a-3, or subject to the reporting
requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. §
78 m and 78o(d).
(h)
The issuer shall inform all purchasers that the securities have not been
registered under the Act and that the securities are subject to the limitation
on resales contained in either:
1. subsection
(e) of SEC Rule 147,
17 C.F.R. 230.147(e), in the manner
described in subsection (f) of SEC Rule 147,
17 C.F.R. 230.147(f); or
2. (ii) subsection (e) of SEC Rule 147A,
17 C.F.R. 230.147A(e), in the manner
described in subsection (f) of SEC Rule 147A,
17 C.F.R. 230.147A(f).
(2) Offers and sales to
controlling persons. This exemption shall not be used in conjunction with any
other exemption under these rules or the Act, except for offers and sales to
the following persons, who shall not count toward the limitation in paragraph
(1)(c)
(a) An officer, director, partner, or
trustee or an individual occupying similar status or performing similar
functions; or
(b) A person owning
10 percent or more of the outstanding shares of any class or classes of
securities
(3)
Disqualifications. This exemption shall not be available if the issuer is
subject to a disqualifying event specified in Rule
590-4-2-.06.
(4) The exemption authorized by this section
shall be known and may be cited as the "Invest Georgia Exemption".
(5) "Individual," for the purpose of
paragraph (1) of this Rule, means a natural person, or a corporation, trust,
partnership, association, or any other legal entity authorized to do business
under the laws of the state of Georgia, that does not:
(a) offer investment advice or
recommendations;
(b) compensate
employees, agents, or other persons for this solicitation of purchases, sales,
or offers to purchase the securities exempted by this Rule; or
(c) take custody of investor funds or
securities.
(6) If the
information contained on the notice filed with the Commissioner becomes
inaccurate for any reason, the issuer shall file an amendment in writing with
the Commissioner within 30 (thirty) days. Said amendment shall be made on a
form prescribed by the Commissioner.
