Kansas Administrative Regulations › Agency 81 - OFFICE OF THE SECURITIES COMMISSIONER › Article 5 - EXEMPTIONS › Section 81-5-12 - Solicitations of interest prior to the filing of the registration statement

Current through Register Vol. 43, No. 28, July 11, 2024
(a) Exemption. Each
			 offer, but not a sale, of a security made by or on behalf of an issuer for the
			 sole purpose of soliciting an indication of interest in receiving a prospectus
			 for the security shall be exempt from the requirements of K.S.A. 17-12a301  through 17-12a306  and K.S.A. 17-12a504  and amendments thereto, if all of the
			 following requirements are met:
(1) The
			 issuer shall be a business entity organized under the laws of the state of
			 Kansas having, both before and upon completion of the offering, its principal
			 office and a majority of its full-time employees located in this state.
(2) At least 80 percent of the net
			 proceeds from the offering shall be used in connection with the operations of
			 the issuer in this state.
(3) The
			 issuer shall not be engaged in or propose to engage in petroleum exploration or
			 production, mining, or other extractive industries and shall not be a
			 development stage company that either has no specific business plan or purpose
			 or has indicated that its business plan is to engage in merger or acquisition
			 with an unidentified company or companies or other entity or person.
(4) The offeror shall intend to register the
			 security in this state and conduct its offering pursuant to one of the
			 following federal laws or regulations, as adopted by reference in K.A.R.
			 81-2-1:
(A) Section 3(a)(11) of the
			 securities act of 1933;
(B) SEC
			 regulation A,  17 C.F.R. 230.251  et seq.; or
(C) rule 504 of SEC regulation D,  17 C.F.R.
			 230.
(5) Ten business
			 days before the initial solicitation of interest under this regulation, the
			 offeror shall file with the administrator a solicitation of interest form
			 KSC-15 along with any other materials to be used to conduct solicitations of
			 interest, including the script of any broadcast to be made and a copy of any
			 notice to be published.
(6) Five
			 business days before usage, the offeror shall file with the administrator any
			 amendments to the foregoing materials or additional materials to be used to
			 conduct solicitations of interest, except for materials provided to a
			 particular offeree pursuant to a request by that offeree.
(7) No solicitation of interest form, script,
			 advertisement, or other material shall be used to solicit indications of
			 interest if the administrator has instructed the offeror not to distribute the
			 material.
(8) Except for scripted
			 broadcasts and published notices, the offeror shall not communicate with any
			 offeree about the contemplated offering, unless the offeree is provided with
			 the most current solicitation of interest form at or before the time of the
			 communication or within five days after the communication.
(9) During the solicitation of interest
			 period, the offeror shall not solicit or accept money or a commitment to
			 purchase securities.
(10) No sale
			 shall be made until seven days after the delivery of a prospectus to the
			 purchaser.