Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 2 - NOTICE FILING AND REGISTRATION OF SECURITIES › Subchapter 1 - REGISTRATION BY COORDINATION AND QUALIFICATION › Rule 1-14-1-2.04 - Invest Mississippi Crowdfunding Simplified Registration Statement

Current through June 25, 2024
By authority delegated to the Secretary of State in Section
					 75-71-307 of the Act, and for the
					 purposes of simplifying the registration statement for smaller offerings, the
					 Division has adopted the Invest Mississippi Crowdfunding Simplified
					 Registration Statement to be used as the registration statement for securities
					 being registered under this Rule and sold in offerings in which the aggregate
					 offering price does not exceed the maximum amount specified herein. This Rule
					 offers an alternative method for state registration for issuers that are exempt
					 from federal registration pursuant to Rule 504 of SEC Regulation D,
					 17 C.F.R. §
											230.504, promulgated pursuant to the
					 Securities Act of 1933, 15
					 U.S.C. §§
											77a-77mm, and any
					 amendments thereto.
A.
Definitions.
The following terms, as used in this Rule, shall
				  have the meaning ascribed to them below unless the context requires otherwise:
1.
Accredited Investor
is
				  defined in 17 C.F.R. §
												230.501(a) as currently
				  enacted or as amended, and a non-accredited investor means an investor who does
				  not meet the definition of an accredited investor.
2.
Annual Income
means:
a. For individuals, income is determined as
				  the sum of the individual's:
i. Wages,
				  salaries, commissions, bonuses, and tips from all jobs before deductions for
				  taxes, dues, or other items;
ii.
				  Self-employment net income (after business expenses);
iii. Retirement pensions from companies and
				  unions; federal, state, and local governments; and the U.S. military;
iv. Monthly income from annuities, IRAs, or
				  Keogh retirement plans;
v.
				  Interest, dividends, and rental income; and
vi. Partner, shareholder, and beneficiary
				  income as reported to the Internal Revenue Service on Schedule K-1 (Form 1065)
				  (a reported loss on Schedule K-1 is counted against the sum of
				  income).
b. For entities,
				  income is determined as the revenue in excess of expenses, including
				  depreciation, determined before taxes and as filed with the Mississippi
				  Department of Revenue or the Internal Revenue Service on the entity's last tax
				  return.
3.
Bank
means a depository institution that is organized or chartered
				  under the laws of this state or of the United States, is authorized to do
				  business in this state, and is located in this state. For purposes of this
				  Rule, a credit union is included in the definition of bank.
4.
IMC Statement
means the
				  document, as adopted by the Division, entitled "Invest Mississippi Crowdfunding
				  Simplified Registration Statement."
5.
Intermediary
means a person
				  that is registered with the Division pursuant to this Rule as an intermediary
				  who has been or will be retained by the issuer in conducting the offering and
				  sales of securities through an internet website. An intermediary can be a
				  broker-dealer or agent that is registered with the Division or a bank or an
				  intermediary funding portal.
6.
Intermediary Funding Portal
is a person operating an internet
				  website that is not a bank, broker-dealer, or agent registered under the
				  Act.
7.
Intermediary
				  Registration Form
means the document, as adopted by the Division,
				  entitled "Invest Mississippi Crowdfunding Intermediary Registration Form." A
				  person registering as an intermediary pursuant to this Rule must select on the
				  form whether it is registering as a bank, broker-dealer, or intermediary
				  funding portal.
8.
Issuer
means a limited liability company or business corporation formed under
				  the laws of this state that seeks to conduct an offering of securities in
				  reliance on this Rule.
9.
Minimum Target Offering Amount
means fifty percent (50%) of the
				  total offering amount of an offering made by the issuer in reliance on this
				  Rule, which amount shall be set out on the IMC Statement.
10.
Net Worth
means the amount
				  by which an investor's assets exceed liabilities, excluding the investor's
				  primary residence, as defined in
				  17 C.F.R. Section
				  230.501(a)(5)(i).
11.
Offering Deadline
means the
				  date stated in the IMC Statement by which the sum of the offering proceeds held
				  in escrow will equal the minimum target offering amount or by which investors
				  may request a refund of their investment
12.
Qualified Purchaser
is
				  defined in Section 2(a)(51) of the Investment Company Act of 1940,
				  15 U.S.C. §
												80a-2(51), as currently
				  enacted or as amended.
13.
Rule 504
means Rule 504 of SEC Regulation D,
				  17 C.F.R. §
												230.504, promulgated pursuant to the
				  Securities Act of 1933, 15
				  U.S.C. §§
												77a-77mm
,
and any amendments thereto.