Illinois Administrative Code › Title 14 - COMMERCE › Part 130 - REGULATIONS UNDER ILLINOIS SECURITIES LAW OF 1953 › Subpart E - REGISTRATION OF SECURITIES › Section 130.525 - Procedures for Registration of Securities by Qualification under Section 5.B(7) of the Act, Small Company Offering Registration ("SCOR") on Form U-7

Current through Register Vol. 48, No. 28, July 12, 2024
a) To be eligible
				to use Form U-7, an issuer must comply with each of the following requirements:
1) The issuer must be a corporation or a
				limited liability company organized under the laws of one of the states or
				possessions of the United States that engages in or proposes to engage in a
				business other than petroleum exploration or production or mining or other
				extractive industries. "Blind pool" offerings and other offerings for which the
				specific business or properties cannot now be described are ineligible to use
				Form U-7;
2) The securities may be
				offered and sold only on behalf of the issuer, and Form U-7 may not be used by
				any selling security-holder (including underwriters in a firm commitment
				underwriting) to register the securities for resale;
3) The offering price for common stock (and
				the exercise price, if the securities are options, warrants or rights for, and
				the conversion price if the securities are convertible into common stock) must
				be equal to or greater than $1.00 per share;
4) The issuer may engage salespersons to sell
				the securities. Commissions, fees, or other remuneration for soliciting any
				prospective purchaser in this State in connection with the offering may only be
				paid to persons who are registered as salespersons;
5) Form U-7 shall not be available for the
				securities of any issuer if the issuer or any of its officers, directors, 10%
				stockholders, promoters or any salesperson of the securities to be offered, or
				any officer, director or partner of the issuer:
A) has filed a registration statement that is
				the subject of a currently effective registration stop order entered pursuant
				to any state's securities law within five years prior to the filing of the
				application for registration;
B)
				has been convicted within five years prior to the filing of the application for
				registration of any felony or misdemeanor in connection with the offer,
				purchase or sale of any security or any felony involving fraud or deceit,
				including, but not limited to, forgery, embezzlement, obtaining money under
				false pretenses, larceny or conspiracy to defraud;
C) is currently subject to any state
				administrative enforcement order or judgment entered by that state's securities
				administrator within five years prior to the filing of the application for
				registration or is subject to any state's administrative enforcement order or
				judgment in which fraud or deceit, including but not limited to making untrue
				statements of material facts and omitting to state material facts, was found
				and the order or judgment was entered within five years prior to the filing of
				the application for registration;
D) is subject to any state's administrative
				enforcement order or judgment that prohibits, denies or revokes the use of any
				exemption from registration in connection with the subject offer, purchase or
				sale of securities included in the application for registration; or
E) is currently subject to any order,
				judgment or decree of any court of competent jurisdiction temporarily or
				preliminarily restricting, enjoining, or subject to any order, judgment or
				decree of any court of competent jurisdiction, permanently restraining or
				enjoining, from engaging in or continuing any conduct or practice in connection
				with the purchase or sale of any security or involving the making of any false
				filing with the state entered within five years prior to the filing of the
				application for registration;
6) The prohibitions of subsections (a)(5)(A),
				(B), (C) and (E) shall not apply if the person subject to the disqualification
				is duly licensed or registered to conduct securities related business in the
				state in which the administrative order or judgment was entered against that
				person or if the dealer employing thatparty is licensed or registered in this
				State and the Form BD filed with this State discloses the order, conviction,
				judgment or decree relating to that person. If any of the circumstances in
				subsection (a)(5)(B), (C) or (E) has occurred more than five years from the
				date of the application for registration, these circumstances should be
				described in response to Question 45 of Form U-7 as a Miscellaneous
				Factor;
7) Use of Form U-7 is
				available to any offering of securities by an issuer, the aggregate offering
				price of which within or outside this State shall not exceed $1,000,000, less
				the aggregate offering price for all securities sold within the 12 months
				before the sale of, and during the offering of, the securities under SEC Rule
				504 in reliance on any exemption under section 3(b) of the Federal 1933 Act not
				in violation of section 5(a) of that Act. Form U-7 is not available to a
				company that is an investment company (including mutual funds) or is subject to
				the reporting requirements of section 13 or 15(d) of the Federal 1934
				Act;
8) The issuer shall file with
				the SEC a Form D pursuant to Regulation D under the Federal 1933 Act claiming
				exemption of the offering from registration under the Federal 1933 Act pursuant
				to Rule 504 under that Act. A copy of the Form D with Illinois signature pages
				shall be filed with the Securities Department at the same time it is filed with
				the SEC.