Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.504 - Registration of Rule offerings

Current through May 31, 2024
(a) Offerings of
				  securities not exceeding the greater of $1,000,000 or the limit established
				  under 17 C.F.R.
				  230.504(b)(2) (SEC Rule
				  504(b)(2)) may be registered as follows:
(1)
				  an unlimited number of sophisticated or suitable purchasers may be
				  involved;
(2) written offering
				  documents providing full and adequate disclosure of material facts must be
				  provided to each purchaser;
(3)
				  advertising is not allowed without a waiver from the administrator under
				  3 AAC 08.520(b);
(4) the sum of the following amounts may not
				  exceed the greater of $1,000,000 or the limit established under
				  17 C.F.R.
				  230.504(b)(2):
(A) the dollar value for the amount of
				  securities being registered;
(B)
				  the aggregate offering price of all securities of the issuer sold within the 12
				  months before the effective date of the certificate of registration;
(C) the aggregate offering price of all
				  securities of the issuer sold during the course of the offering being
				  registered if the securities were sold in reliance on
				  15 U.S.C.
				  77 c(b) (sec. 3(b) of the Securities Act of
				  1933) or in violation of 15
				  U.S.C. 77 e(a) (sec. 5(a) of the Securities
				  Act of 1933);
(5)
				  provisions on offerings to sophisticated purchasers are as follows:
(A) the registration of an offering to
				  sophisticated purchasers under this section allows sales to
(i) an accredited investor;
(ii) a permitted Alaska purchaser;
				  or
(iii) a person, acting alone or
				  with a purchaser representative, who the issuer reasonably believes has the
				  knowledge and experience in financial and business matters to be capable of
				  evaluating the merits and risks of the proposed investment; the issuer's
				  reasonable belief of the person's knowledge and experience must exist before a
				  person becomes a purchaser;
(B) sales under this paragraph may be made by
				  the issuer, a person registered in this state to sell for the issuer, a
				  broker-dealer, or a person exempted from registration by AS 45.55 or this
				  chapter;
(6) the
				  registration of an offering to suitable purchasers under this section allows
(A) sales to be made only by a broker-dealer
				  registered in this state who is also registered as a broker-dealer with the SEC
				  under  15 U.S.C. 78  o(b) (sec. 15(b) of the Securities Exchange Act of
				  1934);
(B) registration if the
				  broker-dealer who will conduct the sales reasonably believes that adequate
				  diligence and review have been applied in connection with the offering being
				  registered in order for the broker-dealer to adequately determine the
				  suitability of the offering to a purchaser; and
(C) sales if the broker-dealer reasonably
				  believes that the security is suitable for the purchaser after reasonable
				  inquiry concerning the purchaser's investment objectives, financial situation,
				  and needs, and after consideration of any other information known by the
				  broker-dealer.