Nebraska Administrative Code
Topic - BANKING AND FINANCE, DEPARTMENT OF
Title 48 - DEPARTMENT OF BANKING AND FINANCE
Chapter 20 - FEDERAL COVERED SECURITIES
Section 48-20-003 - OFFERINGS PURSUANT TO REGULATION 506

Universal Citation: 48 NE Admin Rules and Regs ch 20 ยง 003

Current through March 20, 2024

003.01 An issuer offering a security which is a covered security pursuant to Section 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C.§ 77r(b)(4)(F) shall file the following information with the Director no later than fifteen days after the first sale of such security in this state:

003.01A A copy of the issuer's SEC Form D.;

003.01B A consent to service of process; and

003.01C A filling fee of two hundred dollars ($200.00).

003.02 An issuer may file an amendment to a previously filed notice of sales on SEC Form D at any time.

003.03 An issuer shall file an amendment to a previously filed notice of sales on SEC Form D for an offering:

003.03A To correct a material mistake of fact or error in the previously filed notice of sales on SEC Form D, as soon as practicable after discovery of the mistake or error.

003.03B To reflect a change in the information provided in the previously filed notice of sales on SEC Form D, as soon as practicable after the change, except that no amendment is required to reflect a change that occurs after the offering terminates or a change that occurs solely in the following information:
003.03B1 The address or relationship of the issuer or a related person identified in the SEC Form D;

003.03B2 An issuer's revenues or aggregate net asset value;

003.03B3 The minimum investment amount, if the change is an increase, or if the change, together with all other changes in that amount since the previously filed notice of sales on SEC Form D, does not result in a decrease of more than ten percent;

003.03B4 Any address or state(s) of solicitation shown on the notice of sales on SEC Form D;

003.03B5 The total offering amount, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on SEC Form D, does not result in an increase of more than ten percent;

003.03B6 The amount of securities sold in the offering or the amount remaining to be sold;

003.03B7 The number of nonaccredited investors who have invested in the offering, as long as the change does not increase the number to more than thirty-five;

003.03B8 The total number of investors who have invested in the offering; and

003.03B9 The amount of sales commissions, finders' fees or use of proceeds for payments to executive officers, directors or promoters, if the change is a decrease, or if the change, together with all other changes in that amount since the previously filed notice of sales on SEC Form D, does not result in an increase of more than ten percent.

003.03C Annually, on or before the first anniversary of the filing of the notice of sales on SEC Form D or the filing of the most recent amendment to the notice of sales on SEC From D, if the offering is continuing at that time.

003.04 An issuer that files an amendment to a previously filed notice of sales on SEC Form D must provide current information in response to all requirements of the notice of sales on SEC Form D regardless of why the amendment is filed.

003.05 If the notice required pursuant to this section is not filed within fifteen days of the first sale made in reliance on this exemption, the issuer shall file the information required by 48 NAC 19 and pay an additional late filing fee of two hundred dollars ($200.00).

Disclaimer: These regulations may not be the most recent version. Nebraska may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.