(1) By the authority delegated to the
commissioner in T.C.A. §§
48-1-103(b)(11)
and 48-1-116, the following
transactions are determined to be exempt from the requirements of T.C.A. §
48-1-104:
(2) Any non-issuer transaction by a
registered agent of a registered broker-dealer in a security of a class that
has been outstanding in the hands of the public for at least 90 days by an
issuer that previously sold securities in an offering qualified under Tier 2 of
Regulation A, codified at 17
CFR §
230.251
et seq.,
provided that at the time of the transaction:
(a) The issuer is subject to and current in
its ongoing reporting requirements under
17 CFR §
230.257(b);
(b) The issuer of the security is actually
engaged in business and not in the organizational stage or in bankruptcy or
receivership and is not a blank check, blind pool or shell company whose
primary plan of business is to engage in a merger or combination of the
business with, or an acquisition of, an unidentified person or
persons;
(c) The security is sold
at a price reasonably related to the current market price of the
security;
(d) The security does not
constitute the whole or part of an unsold allotment to, or a subscription or
participation by, the broker-dealer as an underwriter of the security;
and
(e) The issuer of the security
has a class of equity securities listed on a national securities exchange
registered under the Securities Exchange Act of 1934, or designated for trading
on the National Association of Securities Dealers Automated Quotation System
(NASDAQ), unless:
1. The issuer of the
security has been engaged in continuous business (including predecessors) for
at least three years, or
2. The
issuer of the security has total assets of at least $2,000,000 based on an
audited balance sheet as of a date within 18 months or, in the case of a
reorganization or merger where parties to the reorganization or merger had such
audited balance sheet, a pro forma balance sheet.
