Current through Register Vol. 49, No. 13, September 23, 2024
Subpart 1.
Form and submission.
A notice fling made pursuant to Minnesota
Statutes, section
80A.461,
subdivision 3, clause (11), must be fled on the MNvest notice form, available
on the Department of Commerce Web site or upon request from the administrator,
not less than ten days before the beginning of the MNvest offering. The MNvest
notice form must be mailed or delivered electronically to the administrator,
along with the appropriate fee, at the address listed on the MNvest notice
form. Information provided on or with the MNvest notice form must include the
following:
A. the name and contact
information of the MNvest issuer making the filing;
B. identifying information for the MNvest
portal through which the MNvest issuer's securities are to be offered,
including an indication as to whether the MNvest issuer has registered, or
intends to register, as a portal operator;
C. the minimum offering amount to be raised
through the MNvest offering, and a written explanation of how the minimum
offering amount will be used to implement the MNvest issuer's business
plan;
D. the name and contact
information of the escrow agent holding purchasers' payments pursuant to
Minnesota Statutes, section
80A.461,
subdivision 3, clause (8);
E. a
written affirmation that the MNvest issuer has:
(1) reviewed the disqualification provisions
of Minnesota Statutes, section
80A.461,
subdivision 9, paragraph (a); and
(2) undertaken the inquiries needed to
establish, under Minnesota Statutes, section
80A.461,
subdivision 9, paragraph (b), clause (4), that the issuer has no reason to know
that a disqualification exists.
F. a copy of a disclosure document including
all information required under Minnesota Statutes, section
80A.461,
subdivision 4;
G. a copy of a
representative example of advertising used to promote the MNvest offering or
solicit prospective purchasers;
H.
a copy of the MNvest issuer's balance sheet and income statement made available
to prospective purchasers pursuant to Minnesota Statutes, section
80A.461,
subdivision 3, clause (4); and
I.
any other information the administrator may reasonably require to determine the
MNvest issuer's compliance with Minnesota Statutes, section
80A.461.
Subp. 2.
Fees.
Notice filing fee payments made pursuant to Minnesota
Statutes, section
80A.461,
subdivision 3, clause (11), item (iii), are nonrefundable. Fee payments must be
made payable to the Department of Commerce.
Subp. 3.
Incomplete filings.
A notice filing that does not contain all information required
by this part and by Minnesota Statutes, section
80A.461,
subdivision 3, clause (11), or that does not include a correct fee payment, is
incomplete and ineffective.
Subp.
4.
Effective period.
The effective period of the offering begins ten days after the
notice fling is received by the administrator. The effective period ends on the
earlier of the following occurrences:
A. on the expiration date of the offering as
stipulated in the MNvest disclosure documents; or
B. at the point when the offering fails to
meet any of the MNvest exemption requirements.
Subp. 5.
Post effective
amendments.
A. After a MNvest notice
fling has become effective, and throughout the effective period of the
offering, the MNvest issuer must amend or supplement the information required
by subpart 1 as necessary so that the documents provided by the MNvest issuer
do not make any untrue statement of a material fact, or omit to state a
material fact necessary in order to make the statement made, in light of the
circumstances under which it is made, not misleading.
B. A copy of the amended documents required
by item A as changed, revised, or supplemented and clearly marked to show
changes from the previously filed version must be filed with the administrator
not more than ten days after the amendment occurs. No additional fee is
required for amendment filings made under this subpart.
C. If amendments are made to the disclosure
document required under
Minnesota Statutes, section
80A.461,
subdivision 3, clause (11), item (ii), the MNvest issuer must direct the portal
operator facilitating the MNvest offering to:
(1) make the amended disclosure document
available to all prospective purchasers in the MNvest offering; and
(2) deliver the amended disclosure document
to all purchasers who have already invested in the MNvest offering.
