Current through Register Vol. 24-06, March 15, 2024
The following provisions apply to offerings made under federal
Regulation Crowd-funding, 17 C.F.R. Sec. 227 and Sections 4(a)(6) and
18(b)(4)(C) of the Securities Act of 1933:
(1)
Initial filing.
(a) An issuer that offers and sells
securities in this state in an offering exempt under federal Regulation
Crowdfunding, and that either has its principal place of business in this state
or sells fifty percent or greater of the aggregate amount of the offering to
residents of this state, shall file the following with the Securities
Administrator of the Department of Financial Institutions or his or her
designee:
(i) A completed Uniform Notice of
Federal Crowdfunding Offering form or copies of all documents filed with the
Securities and Exchange Commission;
(ii) A consent to service of process on Form
U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form;
and
(iii) The filing fee prescribed
by RCW
21.20.340(1)(a).
(b) If the issuer has its
principal place of business in this state, the filing required under subsection
(a) of this section shall be filed with the Securities Administrator when the
issuer makes its initial Form C filing concerning the offering with the
Securities and Exchange Commission. If the issuer does not have its principal
place of business in this state but residents of this state have purchased
fifty percent or greater of the aggregate amount of the offering, the filing
required under subsection (a) of this section shall be filed when the issuer
becomes aware that such purchases have met this threshold and in no event later
than fifteen days from the date of completion of the offering.
(c) The initial notice filing is effective
for twelve months from the date of the filing with the Securities
Administrator.
(2)
Renewal. For each additional twelve-month period in which the same
offering is continued, an issuer conducting an offering under federal
Regulation Crowdfunding may renew the unsold portion of its notice filing by
filing the following on or before the expiration of the notice filing:
(a)A completed Uniform Notice of Federal
Crowdfunding Offering form marked "renewal" and/or a cover letter or other
document requesting renewal;
(b)The
renewal fee prescribed by
RCW
21.20.340(1)(a) 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 the notice filing is being increased, the fee prescribed by
RCW
21.20.340(1)(a) to cover the
increase in the amount of securities to be offered.
(3)Amendment. An issuer may
increase the amount of securities offered in this state by submitting a
completed Uniform Notice of Federal Crowdfunding Offering form marked
"amendment" or other document describing the transaction and a fee calculated
pursuant to
RCW
21.20.340(1)(a) to cover the
increase in the amount of securities being offered prior to selling additional
securities in this state.