Current through February 27, 2024
1.
At the time described in subsection 2, a crowdfunding issuer shall submit to
the Administrator:
(a) At least one of the
following:
(1) A completed Uniform Notice of
Federal Crowdfunding Offering Form (Form U-CF); or
(2) A copy of every document the crowdfunding
issuer filed with the Securities and Exchange Commission;
(b) If the crowdfunding issuer only submits
the documents described in subparagraph (2) of paragraph (a), a completed
Uniform Consent to Service of Process Form (Form U-2); and
(c) The fee prescribed by subsection 2 of
NRS
90.500.
2. If the crowdfunding issuer:
(a) Has its principal place of business in
this State, the crowdfunding issuer must submit the documents and fee
prescribed by NRS
90.500 to the Administrator when the
crowdfunding issuer makes its initial Form C filing under the Securities Act of
1933 concerning the offering with the Securities and Exchange Commission;
or
(b) Sells the offering to
residents in this State, the crowdfunding issuer must submit the documents and
fee prescribed by NRS 90.500 to the Administrator
when the crowdfunding issuer becomes aware residents of this State have
purchased at least 50 percent or more of the aggregate amount of the offering
and not later than 30 days after the date of completion of the
offering.
3. The
submission required by subsection 1 is effective for 1 year after the date on
which the documents and fee are received by the Administrator.
4. If the crowdfunding issuer described in
subsection 1 wishes to offer the security beyond the initial 1-year period
described in subsection 3, the crowdfunding issuer must, before the expiration
of such period, submit to the Administrator:
(a) At least one of the following:
(1) A completed Uniform Notice of Federal
Crowdfunding Offering Form (Form U-CF) marked "renewal"; or
(2) A cover letter or other document
requesting renewal;
(b) A
fee in the amount prescribed by subsection 2 of
NRS
90.500 to renew the unsold portion of
securities for which a filing fee has previously been paid; and
(c) If the amount of securities subject to
this section has been increased in accordance with subsection 5 since the
initial period described in subsection 3, a fee in the amount prescribed by
subsection 2 of NRS
90.500 to cover the increase in the amount of
securities.
5. A
crowdfunding issuer may increase the amount of securities offered in this State
if the crowdfunding issuer, before selling additional securities in this State,
submits to the Administrator:
(a) At least one
of the following:
(1) Uniform Notice of
Federal Crowdfunding Offering Form (Form U-CF) marked "amendment"; or
(2) Any other document describing the
transaction; and
(b) A
fee in the amount prescribed by subsection 14 of
NRS
90.500 to cover the increase in the amount of
securities being offered by the crowdfunding issuer.
6. As used in this section, "crowdfunding
issuer" means an issuer who offers and sells securities in this State where:
(a) The offering is made under:
(1) Regulation Crowdfunding, 17 C.F.R. Part
227 ; and
(2) Sections 4(a)(6) and
18(b)(4)(C) of the Securities Act of 1933; and
(b) The issuer:
(1) Has its principal place of business in
this State; or
(2) Sells 50 percent
or more of the aggregate amount of the offering described in paragraph (a) to
residents of this State.
Added
to NAC by Sec'y of State by
R018-21A,
eff. 6/2/2023
NRS
90.750,
90.755
