New Jersey Administrative Code
Title 13 - LAW AND PUBLIC SAFETY
Chapter 47A - BUREAU OF SECURITIES
Subchapter 7 - MISCELLANEOUS
Section 13:47A-7.10 - Private placement filings

Universal Citation: NJ Admin Code 13:47A-7.10

Current through Register Vol. 56, No. 18, September 16, 2024

(a) An issuer offering a security pursuant to N.J.S.A. 49:3-50(b)(12) must file with the Bureau, no later than 15 days after the first sale of such security in this State, the following:

1. A completed Form D, if applicable, as filed with the Securities and Exchange Commission;

2. A manually signed and notarized Consent to Service of Process (Form U2 and U2A) naming the Bureau Chief as the designated officer;

3. A statement disclosing the first date of sale in this State;

4. A completed Private Placement Report Form or successor form.
i. The issuer shall file with the Bureau an amendment within 30 days, whenever there is any change to the information previously reported on the New Jersey Private Placement Report Form;

5. A final report shall be filed at the closing of the offering if the information in the final report would be materially different from the last prior filing; and

6. A check made payable to the State of New Jersey, Bureau of Securities in the amount of $ 500.00.

(b) Rule 506 filings. An issuer offering a security pursuant to N.J.S.A. 49:3-60.1(b) shall file with the Bureau, no later than 15 days after the first sale of such security in this State, the notice filing and $ 500.00 filing fee in the manner described in this subsection.

1. Issuers shall file with the Bureau using the Electronic Filing Depository (EFD), operated by the North American Securities Administrators Association, except as provided in (b)2 below. Issuers shall provide all required information as prescribed by EFD and the required fee in a manner prescribed by EFD.

2. If the issuer is unable to use EFD, the issuer shall contact the Bureau immediately. Upon a showing of hardship, the Bureau shall permit manual filing. If the Bureau permits manual filing, issuers shall file directly with the Bureau the following:
i. A completed Form D as filed with the Securities and Exchange Commission;

ii. A manually signed and notarized Consent to Service of Process (Form U2 and U2A) naming the Bureau Chief as the designated officer, except that if the Form D includes a consent to service of process, a separate document need not be filed for this purpose, and if the consent to service of process on the Form D is executed in a manner accepted by the Securities and Exchange Commission, it is deemed to comply with the requirement in this paragraph;

iii. A statement disclosing the first date of sale in this State; and

iv. A check made payable to the State of New Jersey, Bureau of Securities in the amount of $ 500.00.

3. The issuer shall file via EFD or, if unable to use EFD as approved by the Bureau under (b)2 above, to file directly with the Bureau, an amendment within 30 days, whenever there is any change to the information previously reported on the Form D.

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