Current through Register Vol. 49, No. 6, March 15, 2024
PURPOSE: This rule prescribes the preparation and use
of a disclosure document in the offer or sale of registered
securities.
(1) Each
registration statement shall include at least two (2) copies of the prospectus
to be used in the proposed securities offering.
(2) Form and Content. The prospectus shall be
prepared using the following forms and shall contain the information specified
in the forms, together with any additional information the Securities Division
may require-
(A) Registration by
Coordination. The prospectus for a securities registration by coordination
under section
409.3-303,
RSMo shall be prepared using the forms required under the Securities Act of
1933.
(B) Registration by
Qualification.
1. Other than small company
offering registrations, the prospectus for a securities registration by
qualification under section
409.3-304,
RSMo shall be prepared using the following forms:
A. Missouri form SR-1, Form of Prospectus for
Registration of Securities by Qualification (available from the Securities
Division upon request); or
B. Any
applicable form under the Securities Act of 1933 that substantially comports
with the requirements of form SR-1.
2. For small company offering registrations
pursuant to
15
CSR 30-52.275, the prospectus to be used shall be form
U-7, as adopted and revised by North American Securities Administrators
Association, Inc. (NASAA) in September 1999.
(3) Delivery of Prospectus. As a condition of
registration, an applicant shall comply with the following:
(A) A person offering or selling a security
under a registration by qualification, other than through a broker-dealer,
shall deliver a copy of the final prospectus to each prospective purchaser
before the confirmation of a sale made by or for the account of the person.
Each subscription agreement shall contain a statement by the purchaser that the
purchaser has received a copy of the prospectus; and
(B) A person offering or selling a security
under a registration by coordination shall deliver a copy of the prospectus as
required by the Securities Act of 1933.
(4) Each prospectus must be typed and clearly
legible.
*Original authority: 404.3-303, RSMo 2003, 409.3-304, RSMo
2003; 409.3-305, RSMo 2003; 409.3-307, RSMo 2003; 409.5-501, RSMo 2003;
409.6-605, RSMo 2003.
