Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.087 - Solicitations of interest before the filing of a registration statement

Current through May 31, 2024
(a) An
				  issuer or an agent of the issuer may make an offer, but not a sale, of a
				  security for the sole purpose of soliciting an indication of interest in
				  receiving a prospectus, if
(1) the issuer is
				  or will be a business entity organized under the laws of one of the states or
				  possessions of the United States or one of the provinces or territories of
				  Canada;
(2) the issuer is engaged
				  in or proposes to engage in a business other than petroleum exploration or
				  production or mining or other extractive industries;
(3) the issuer is not soliciting for a blind
				  pool offering or other offering for which the specific business in which the
				  issuer is or proposes to be engaged or the properties to be acquired cannot be
				  described at the time of the solicitation;
(4) the offeror intends to register the
				  security in this state under AS 45.55 and to conduct its offering under either
				  17 C.F.R.
				  230.251 -
				  230.263 (Regulation A) or
				  17 C.F.R.
				  230.501 -
				  230.504 and  17 C.F.R. 230.507 (Rule 504 of Regulation D);
(5)
				  only a person who is registered under
				  AS
				  45.55.030(a) as a
				  broker-dealer or an agent, or who is exempted from registration makes a sale of
				  the security; and
(6) the offeror
				  does not know, and in the exercise of reasonable care could not know, that the
				  issuer or any of the issuer's agents or promoters
(A) has filed a registration statement that
				  is the subject of a currently effective registration stop order entered under a
				  federal or state securities law within five years before the filing of the
				  solicitation of interest form required by (c) of this section;
(B) within five years before the filing of
				  the solicitation of interest form required by (c) of this section, was
				  convicted of a
(i) felony or misdemeanor in
				  connection with the offer, purchase, or sale of a security; or
(ii) felony involving fraud or deceit,
				  including forgery, embezzlement, obtaining money under false pretense, larceny,
				  or conspiracy to defraud;
(C) is currently subject to a federal or
				  state administrative enforcement order or judgment entered within five years
				  before the filing of the solicitation of interest form required by (c) of this
				  section, and
(i) entered by a state
				  securities administrator or the SEC; or
(ii) in which fraud or deceit was found in
				  connection with the purchase or sale of a security; for purposes of this
				  subparagraph, fraud and deceit include making untrue statements of material
				  facts and omitting material facts;
(D) is subject to a federal or state
				  administrative enforcement order or judgment that prohibits, denies, or revokes
				  the use of an exemption from registration in connection with the offer,
				  purchase, or sale of securities;
(E) is currently subject to an order,
				  judgment, or decree entered by a court of competent jurisdiction within five
				  years before the filing of the solicitation of interest form required by (c) of
				  this section, and
(i) temporarily,
				  preliminarily, or permanently restraining or enjoining the agent or promoter
				  from engaging in or continuing a conduct or practice involving fraud or deceit
				  in connection with the purchase or sale of a security; or
(ii) involving the making of a false filing
				  under applicable securities laws and regulations with this state, another
				  state, or the SEC; or
(F) is currently subject to an administrative
				  enforcement order or judgment entered by a self-regulatory organization within
				  five years before the filing of the solicitation of interest form required by
				  (c) of this section, and finding fraud or deceit; for purposes of this
				  subparagraph, fraud and deceit include making untrue statements of material
				  facts and omitting to state material facts.