New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.14 - EFFECTIVENESS

Current through Register Vol. 35, No. 13, July 16, 2024
A. The company
				should expect that the director may have comments and questions concerning the
				answers set forth on form U-7 and that changes may be required to be made to
				the answers before the registration is declared effective. Comments and
				questions may either be included in a letter or made by telephone communication
				initiated by the director in response to the filing. Comments may include
				requests for disclosure of additional information or may also require that
				certain terms of the offering be modified to comply with the state's
				substantive fairness criteria. Failure to resolve outstanding comments may lead
				to denial of registration.
B. No
				offers or sales may be made in this state until the registration has been
				declared effective by the director. To make offers or sales before the
				registration is effective could lead to a stop order or other proceeding which
				would preclude use of SCOR in this or any other state and could give rise to a
				right of rescission by investors enforceable against management, principal
				stockholders and the selling agents, as well as the company. When the
				registration has been declared effective in this state, offers and sales may be
				made in this state even though registration in other states has not been
				declared effective. The registration statement will be effective only for the
				time period specified by the director, which may be different for different
				states; however, no registration statement shall remain effective for a period
				greater than one year unless an extension is granted by the director.
C. After the registration has been declared
				effective and while the offering is still in progress, if any portion of the
				form U-7 should need to be changed or revised because of a material event
				concerning the company or the offering to make it accurate and complete, it
				shall be so changed, revised, or supplemented. If changed, revised or
				supplemented (including an addition on the cover page of another state in which
				the offering has been registered) the form U-7 as so changed, revised or
				supplemented, clearly marked to show changes from the previously filed version,
				should be filed and cleared with the director before use. If any of the changes
				or revisions are of such significance that they are material to the making of
				an investment decision by an investor, the disclosure document on this form as
				so changed, revised or supplemented should be recirculated to persons in this
				state that have previously subscribed and who should be given the opportunity
				to rescind or reconfirm their investment.
D. Options, warrants and similar rights to
				purchase securities constitute a continuous offering of the underlying
				securities during the exercise period and require the securities to be
				registered and the disclosure document to be kept continuously current
				throughout the exercise period through the use of the amendment procedure set
				forth in Subsection C of this section or by means of a supplement, as
				appropriate. Upon any change, revision or supplement to the disclosure
				document, a copy must be promptly furnished to the holders of options, warrants
				and similar rights.