Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 54 - Exemptions and Federal Covered Securities › Section 15 CSR 30-54.215 - Missouri Accredited Investor Exemption

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule more clearly describes the
				  exemption of offers and sales to accredited investors from the requirements of
				  sections
				  409.3-301
				  and
				  409.5-504
				  of the Missouri Securities Act of 2003.
(1) The commissioner, pursuant to the
				provisions of section
				409.2-203
				of the Missouri Securities Act of 2003 (the Act), exempts any offer or sale of
				a security by an issuer in a transaction that meets the requirements of this
				rule from the requirements of section
				409.3-301
				and
				409.5-504
				of the Act. Sales of securities shall be made only to persons who are or the
				issuer reasonably believes are accredited investors. "Accredited investor" is
				defined in
				17 CFR
				230.501(a).
(2) The exemption is not available to an
				issuer that is in the development stage that either has no specific business
				plan or purpose or has indicated that its business plan is to engage in a
				merger or acquisition with an unidentified company or companies, or other
				entity or person.
(3) The issuer
				reasonably believes that all purchasers are purchasing for investment and not
				with the view to or for sale in connection with a distribution of the security.
				Any resale of a security sale in reliance on this exemption within twelve (12)
				months of sale shall be presumed to be with a view to distribution and not for
				investment, except a resale pursuant to a registration statement effective
				under section
				409.3-301
				of the Act or to an accredited investor pursuant to an exemption available
				under section
				409.2-203
				of the Act.
(4) The exemption is
				not available to an issuer if the issuer, any of the issuer's predecessors, any
				affiliated issuer, any of the issuer's directors, officers, general partners,
				beneficial owners of ten percent (10%) or more of any class of its equity
				securities, any of the issuer's promoters presently connected with the issuer
				in any capacity, any underwriter of the securities to be offered, or any
				partner, director or officer of such underwriter:
(A) Within the last five (5) years, has filed
				a registration statement which is the subject of a currently effective
				registration stop order entered by any state securities administrator or the
				United States Securities and Exchange Commission;
(B) Within the last five (5) years, has been
				convicted of any criminal offense in connection with the offer, purchase or
				sale of any security, or involving fraud or deceit;
(C) Is currently subject to any state or
				federal administrative enforcement order or judgment, entered within the last
				five (5) years, finding fraud or deceit in connection with the purchase or sale
				of any security; or (D) Is currently subject to any order, judgment or decree
				of any court of competent jurisdiction, entered within the last five (5) years,
				temporarily, preliminarily or permanently restraining or enjoining such party
				from engaging in or continuing to engage in any conduct or practice involving
				fraud or deceit in connection with the purchase or sale of any
				security.