Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.610 - Qualifications for small corporate offerings

Current through May 31, 2024
(a) An applicant
				  may use NASAA Form U-7, or its successor if
(1) the corporation or limited liability
				  company relies upon and meets the requirements of either
				  17 C.F.R.
				  230.251 -  17 C.F.R. 230.263  (Regulation A),
				  or 17 C.F.R.
				  230.501- 17 C.F.R.
				  230.504 and
				  17 C.F.R.
				  230.507 (Rule 504 of Regulation D), and
				  engages in or proposes to engage in a business other than petroleum exploration
				  or production, mining, or other extractive industry;
(2) the offering describes the specific
				  business, properties and use of all proceeds; blind pool offerings are
				  ineligible;
(3) the securities are
				  offered and sold only on behalf of the issuer; however, a selling
				  security-holder, including a purchasing underwriter in a firm commitment
				  underwriting or an affiliate of the issuer, may use NASAA Form U-7, or its
				  successor, to register the securities for resale, if
(A) for an offering or sale made in reliance
				  upon
(i)
													17 C.F.R.
				  230.251 -  17 C.F.R. 230.263  (Regulation A),
				  those regulations permit resale by the selling security-holder; or
(ii)
													17 C.F.R.
				  230.501- 17 C.F.R.
				  230.504 and
				  17 C.F.R.
				  230.507 (Rule 504 of Regulation D), those
				  regulations permit resale by the selling security-holder;
(B) the issuer specifically requests that the
				  administrator waive the restriction in this paragraph; and
(C) the administrator grants the waiver
				  request made under (B) of this paragraph;
(4) the offering price for common stock, the
				  exercise price for options, warrants or rights for common stock, or the
				  conversion price for securities that are convertible into common stock is equal
				  to or greater than $1 per share;
(5) the issuer does not split the issuer's
				  common stock or declare a stock dividend for two years after the effective date
				  of the registration without the written consent of the administrator;
(6) commissions, fees, or other remuneration
				  for soliciting a prospective purchaser in this state in connection with an
				  offering made under
				  3 AAC 08.600 -
				  3 AAC 08.650 are paid only to persons who the issuer
				  reasonably believes are registered under
				  AS
				  45.55.030, if required;
(7) the aggregate offering price of the
				  securities within or outside this state does not exceed the greater of
(A) $1,000,000;
(B) the amount allowed under
				  17 C.F.R.
				  230.251(b), for an offering
				  or sale made in reliance upon
				  17 C.F.R.
				  230.251 -
				  230.263 (Regulation A);
				  or
(C) the amount allowed under
				  17 C.F.R.
				  230.504(b)(2), for an
				  offering or sale made in reliance upon
				  17 C.F.R.
				  230.501 -
				  230.504 and  17 C.F.R. 230.507 (Rule 504 of Regulation D); however, NASAA Form U-7, or its successor, is not
				  available to an issuer that is subject to the reporting requirements of  15
				  U.S.C. 78  m and 15 U.S.C.
				  78o-5 (secs. 13 and 15C of the Securities Act
				  of 1934);
(8) the issuer
				  files with the
(A) SEC an
(i) SEC Form 1-A, or its successor, claiming
				  exemption of the offering from registration under
				  17 C.F.R.
				  230.251, and also files other documents that
				  the SEC requires to be filed under
				  17 C.F.R.
				  230.252; or
(ii) SEC Form D, or its successor, claiming
				  exemption of the offering from registration under
				  17 C.F.R.
				  230.504; and
(B) administrator a copy of the materials
				  filed under (A) of this paragraph, with appropriate state signature pages, at
				  the same time that those materials are filed with the SEC; and
(9) for registration of debt
				  offerings, the issuer demonstrates a reasonable ability to service its
				  debt.