Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-44A - Exempt transactions › Section 460-44A-300 - Exemption for offers and sales to accredited investors pursuant to a public solicitation

Current through Register Vol. 24-14, July 15, 2024
(1) Any
			 offer or sale of a security by an issuer in a transaction that meets the
			 requirements of this rule and any exemption adopted by the Securities and
			 Exchange Commission pursuant to Section 3 (b)(1) of the Securities Act of 1933
			 which provides for public solicitation of accredited investors, shall be exempt
			 under
			 RCW
			  21.20.320(17).
(2) Sales of securities shall be made only to
			 persons who are or the issuer reasonably believes are accredited investors.
			 "Accredited investor" shall have the meaning indicated in WAC
			 460-44A-501(1).
(3) 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.
(4) 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 twelve
			 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
			 RCW
			  21.20.190 or
			 21.20.230 or to an accredited investor pursuant to an exemption available under the
			 Securities Act of Washington, chapter 21.20 RCW. Securities issued under this
			 exemption may only be resold pursuant to registration or an exemption under the
			 Securities Act of Washington, chapter 21.20 RCW.
(5)
(a) 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, 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:
(i) 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
			 United States Securities and Exchange Commission;
(ii) Within the last five years, has been
			 convicted of any criminal offense in connection with the offer, purchase or
			 sale of any security, or involving fraud or deceit;
(iii) 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
(iv) Is currently
			 subject to any order, judgment or decree of any court of competent
			 jurisdiction, entered within the last five 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.