New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.19 - SECTION 58-13C-203- ACCREDITED INVESTOR EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
By authority delegated to the director in Section
				  58-13C-203,
				  any offer or sale of a security by an issuer in a transaction that meets the
				  requirements of this section is exempt from the registration requirements of
				  Section
				  58-13C-301.
A. Sales of securities shall be made only to
				persons who are, or the issuer reasonably believes are, accredited investors.
				"Accredited investor" is defined in Rule 501, Regulation D, of the Securities
				Act of 1933.
B. The exemption is
				not available to an issuer that is in the developmental 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.
C. 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 sold in reliance on this exemption within 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 Sections
				58-13C-303
				and
				58-13C-304
				or to an accredited investor pursuant to an exemption available under the New
				Mexico Uniform Securities Act.
D.
				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 or more of any class of its
				equity securities, and 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:
(1) within the last five 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
				SEC;
(2) within the last five
				years, has been convicted of any criminal offense in connection with the
				offering, purchase or sale of any security involving fraud or deceit;
(3) is currently subject to any state or
				federal administrative enforcement order or judgment entered within the last
				five years, finding fraud or deceit in connection with the purchase or sale of
				any security; or
(4) is currently
				subject to any order, judgment or decree of any court of competent jurisdiction
				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 or
				involving the making of any false filing with any state entered within five
				years prior to the filing of the notice required under this
				exemption.