New Jersey Administrative Code › Title 13 - LAW AND PUBLIC SAFETY › Chapter 47A - BUREAU OF SECURITIES › Subchapter 12A - INTRASTATE OFFERING (CROWDFUNDING) EXEMPTION › Section 13:47A-12A.5 - Issuer and Internet site operator requirements and duties

Current through Register Vol. 56, No. 14, July 15, 2024
(a) For an offering to qualify for the transaction exemption set forth in N.J.S.A. 49:3-50(b)(14), the issuer seeking to offer securities that meet those requirements shall provide, and the Internet site operator shall publish on its internet site through which the offering is made, the following information to the prospective investors in writing:
1. A copy of the legend as required in (c) below;
2. Evidence that the issuer is a business organization organized under the laws of this State and is authorized to do business in this State;
3. A description of the company, which includes the following:
i. Its form and date of business organization;
ii. The address and telephone number of its principal office;
iii. Its history;
iv. Its business plan;
v. A description of material agreements;
vi. A description of the intended use of the offering proceeds, at least 65 percent of which shall be specifically disclosed in dollar amount and percentage terms in a Use of Proceeds section and which shall also include any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer;
4. The identity of each person owning more than 10 percent of the ownership interests of any class of securities of the company, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own;
5. The identity of the executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the issuer, including their titles and their prior experience, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own;
6. The terms and conditions of the securities being offered and of any outstanding securities of the company, the minimum and maximum amount of securities being offered, if any, and the percentage ownership of the company represented by the offered securities and the valuation of the company implied by the price of the offered securities. The minimum and maximum amount of securities being offered shall be stated in both dollars and number of shares or units;
7. The minimum offering amount, stated in both dollars and number of shares or units, that is necessary to implement the business plan, and a notice that the funds will only be released to the issuer if the minimum offering amount is reached;
8. The time and date, which may be no more than 12 months from the date of the offering, by which the minimum offering amount, stated in both dollars and number of shares or units, must be reached before the funds will be returned to investors;
9. A provision stating that the investors may cancel their commitment to invest for up to 30 days following the date the investment is made, except that investors who invest within 30 days of the time and date by which the minimum offering amount must be reached as provided in (a)8 above shall only have the amount of time left before the time and date by which the minimum offering amount must be reached in which to cancel their commitment to invest, even if that amount of time is less than 30 days;
10. The identity of any person who has been or will be retained by the issuer to assist the issuer in conducting the offering and sale of the securities, including any Internet site operator, but excluding persons acting solely as accountants or attorneys and employees whose primary job responsibilities involve the operating business of the issuer, rather than assisting the issuer in raising capital;
11. A description of the consideration being paid for assistance to each person identified under (a)10 above;
12. A description of any litigation or legal proceedings involving the company or its management;
13. A discussion of significant factors that make the offering speculative or risky;
14. A description of any conflicts of interest;
15. Financial statements, including a balance sheet, income statement, cash flow statement, and capitalization of issuer;
16. A statement of current liabilities outstanding, including obligations past due and obligations due within 12 months;
17. The internet site address, if applicable, at which the quarterly report required in (e) below will be made available; and
18. Any additional information material to the offering.