California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 2 - Exemptions from Qualification › Section 260.102.8 - Notice of Issuance of Securities Pursuant to Small Offering Exemption

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) The notice
				  referred to in Clause (5) of Subdivision (h) of Section
				  25102 of the Code shall be in the
				  following form on 8 1/2" by 11" paper:
(Department of Business Oversight Use
							 Only)
DEPARTMENT OF BUSINESS OVERSIGHT FILE NO., if any:
___________________________Fee Paid $
___________________________
Insert File Number(s) of
							 Previous
___________________________Receipt No.
Filings Before the Department, If Any.
FEE: $25.00 $35.00 $50.00 $150.00 $300.00
(Circle the appropriate fee. See Corporations Code Section
					 25608(c))
TO THE COMMISSIONER OF THE DEPARTMENT OF BUSINESS
					 OVERSIGHT OF THE STATE OF CALIFORNIA
Notice of Issuance of Shares Pursuant to Subdivision
					 (h) of Section
					 25102 of
					 the Corporations Code or Rule 260.103, Title 10, California Code of
					 Regulations
Check one of the following:
( ) Notice pursuant to Section
					 25102(h) as to an
					 issuance subject to qualification under Corporations Code Section
					 25110,
					 unless exempted.
( ) Notice pursuant to Rule 260.103 as to an issuance
					 subject to qualification under Corporations Code Section
					 25120,
					 unless exempted.
Name of Issuer
___________________________
State of Incorporation
___________________________
Address of Principal Place of Business
_____________________________________________________________________________________________________________________
Number and
							 Street
City
State
Zip Code
1. Is the
				  issuer a "close corporation" as defined in Section
				  260.001, Title 10, California Code
				  of Regulations?
( ) Yes
( ) No
Instruction: Review Corporations Code Section
					 158 and
					 Rule 260.001, Title 10, California Code of Regulations.
2. Under the exemption provided by Section
				  25102(h), shares
				  of voting common stock have been or are proposed to be issued pursuant to this
				  Notice beneficially to not more than 35 persons, whose names are set forth
				  below; together with the names of the corresponding record shareholders if
				  other than the beneficial shareholders:
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
If additional space is needed for the names of
					 shareholders, check this box and attach a separate sheet of paper to the
					 Notice.
[ ]
3.
				  The value of the securities sold or proposed to be sold in the transaction,
				  determined in accordance with the provisions of Section
				  25608(g)
				  of the Corporations Code in connection with the fee required upon filing this
				  notice, is:
(a) $ _________________________
				  in money
$ _________________________ in consideration other than
					 money.
(b) ( ) Change in
				  rights, preferences, privileges or restrictions of or on outstanding securities
				  under Rule 260.103. ($25 fee).
4. Immediately after the issuance and sale of
				  such shares, the above-named issuer had or will have only one class of stock
				  outstanding which was or will be owned beneficially by no more than 35 persons.
Instruction: Review Sections
					 260.102.4 and
					 260.102.5, Title 10, California
					 Code of Regulations.
5. The
				  offer and sale of such shares was not nor will be accompanied by the
				  publication of any advertisement and neither selling expenses nor promotional
				  considerations were or will be given, paid or incurred in connection
				  therewith.
6. To the best knowledge
				  of the issuer, its shareholders (or proposed shareholders) have not entered
				  into or granted, and presently do not intend entering into or granting a
				  shareholders' agreement, voting agreement, irrevocable proxy or other
				  arrangement the effect of which would cause the statements contained herein to
				  be incorrect.
Instruction: Review Sections
					 260.001 and
					 260.102.4, Title 10, California
					 Code of Regulations.
The undersigned officer of the issuer hereby declares that
					 the foregoing is true under penalty of perjury. Executed at
					 ______________________________, _______________ this ____________________ day
					 of ____________________, _______________.
______________________________
Name
______________________________
Title
NOTE: If the officer signs this form in a jurisdiction
					 which does not permit verifications under penalty of perjury, there must be
					 attached a verification executed and sworn to before a notary public.
OPINION OF COUNSEL
I certify that I am an active member of the State Bar of
					 California. On the basis of the facts stated in the foregoing Notice and other
					 information, including representations as to the type of consideration received
					 or to be received, supplied to me by officials and shareholders of the issuer
					 and by proposed issues, it is my opinion that the exemption from qualification
					 with the Commissioner of Corporations provided by Subdivision (h) of Section
					 25102 of
					 the California Corporations Code is available for the offer and sale of the
					 shares referred to in this Notice.
___________________________
___________________________
Signature
Firm
							 Name
___________________________
___________________________
Name of Member of the State Bar of
							 California
Address
Tel. No.
(This opinion of counsel must be signed by an active member
					 of the State Bar of California. Type name of attorney, address, phone number
					 and firm name, if any.)
NOTE: If the issuer is a non-California corporation, a
					 Consent to Service of Process as prescribed in the Commissioner's Rule 102.8(b)
					 must be filed concurrently.