Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 6 - EXEMPTIONS FROM REGISTRATION & CROWDFUNDING › Section 6-1 - Exemptions

Current through July 13, 2024
The following rules correspond with provisions of W.S. §
									
										17-4-201 and 202 for further clarification of
				  securities and transactions exempt from registration.
(a) Isolated non-issuer transaction as used
				in W.S. §
									
										17-4-202(a)(i) shall mean a
				single transaction involving one buyer and one seller.
(b) Mergent or Fitch securities manuals, and
				the OTCQX and OTCQB markets containing information specified by the statutory
				exemption are designated as "nationally recognized securities manuals" for the
				purpose of claiming exemption under W.S. §
									
										17-4-202(a)(ii)(D).
(c) The wording of W.S. §
									
										17-4-202(a)(xv)  does not
				restrict existing security holders only to persons who are holders of
				convertible securities, options or warrants.
(d) Offers, but not sales, of securities made
				pursuant to W.S. §
									
										17-4-202(a)(xvii) pursuant
				to Chapter 7, Section
				3 of these rules:
(i) If made pursuant to the following
				conditions:
(A) Ten (10) business days prior
				to the initial solicitation of interest under this rule, the offeror files with
				the Secretary of State a "Solicitation of Interest Form" along with any other
				materials to be used to conduct solicitations of interest, including, but not
				limited to, the script of any broadcast to be made, a copy of any video
				materials intended for broadcast and a copy of any notice to be published. The
				Solicitation of Interest Form may be obtained from the Secretary of State's
				website at
http://sos.wyo.gov
.
(B) Five (5) business days prior to usage,
				the offeror files with the Secretary of State any amendments to the foregoing
				materials or additional materials to be used to conduct solicitations of
				interest, except for materials provided to a particular offeree pursuant to a
				request by that offeree.
(C)
				Solicitation of Interest Forms, advertisements and other solicitation materials
				shall not be distributed unless approved by the Secretary of State.
(D) Except for scripted broadcasts and
				published notices, the offeror supplies the offeree with the most current
				Solicitation of Interest Form at or before the time of the communication or
				within five (5) days of the initial communication.
(E) During the solicitation of interest
				period, the offeror does not solicit or accept money or a commitment to
				purchase securities.
(F) No sale is
				made until the offeree has received and had an opportunity to read a currently
				effective prospectus. No sale may occur based upon the delivery of a
				preliminary prospectus until a final prospectus is received.
(G) No exemption shall be available to any
				person who, directly or indirectly, as part of this exempt transaction:
(I) Has filed a registration statement which
				is currently the subject of an effective registration stop order entered
				pursuant to any state's securities laws within five years prior to the filing
				of the notice required under this exemption;
(II) Has, within five (5) years prior to the
				filing of the notice required under this exemption, been convicted of any
				felony or misdemeanor in connection with the offer, purchase or sale of any
				security or of any felony involving fraud or deceit, including but not limited
				to forgery, embezzlement, obtaining money under false pretenses, larceny,
				conspiracy to defraud, money laundering, or tax evasion;
(III) Is currently subject to any state or
				province of Canada administrative enforcement order or judgment entered by that
				state or province's securities administrator within five years prior to the
				filing of the notice required under this exemption, or is subject to any state
				or provincial administrative enforcement order or judgment in which fraud or
				deceit, including but not limited to making untrue statements or material facts
				and omitting to state material facts;
(IV) Is subject to any state or province of
				Canada administrative enforcement order or judgment which prohibits, denies or
				revokes the use of any exemption from registration in connection with the
				offer, purchase or sale of securities;
(V) Is currently subject to any order,
				judgment, or decree of any court of competent jurisdiction that temporarily,
				preliminarily, or permanently restrains or enjoins such party from engaging in,
				or continuing, any conduct or practice in connection with the purchase or sale
				of any security or involving the making of any false filing with the state or
				province entered within five years prior to the filing of the notice required
				under this exemption;
(VI) The
				prohibitions of paragraphs I-III and V above shall not apply if the person
				subject to the disqualification is duly licensed or registered to conduct
				securities related business in the state or province in which the
				administrative order or judgment was entered against such person or if the
				broker-dealer employing such party is licensed or registered in this state and
				the Form BD filed with this state discloses the order, conviction, judgment or
				decree relating to such person. No person disqualified under this subsection
				shall act in a capacity other than that for which the person is licensed or
				registered;
(VII) Any
				disqualification caused by this section is automatically waived if the state or
				province's securities administrator or agency of the state or province which
				created the basis for disqualification determines upon a showing of good cause
				that it is not necessary under the circumstances that the exemption be
				denied;
(VIII) It is a defense to
				an alleged violation of this subsection if the issuer sustains the burden of
				proof to establish that he or she did not know and in the exercise of
				reasonable care could not have known that a disqualification under this
				subsection existed.
(H)
				Any published notice or script for broadcast exempt hereunder shall contain at
				least the identity of the chief executive officer of the issuer, a brief and
				general description of its business and products, and the following legends:
(I) No Money of other consideration is being
				solicited and none will be accepted;
(II) No Sales of the securities shall be made
				or commitment to purchase accepted until delivery of an offering circular that
				includes complete information about the issuer and the offering is
				made;
(III) An indication of
				interest made by a prospective investor involves no obligation or commitment of
				any kind; and
(IV) No sale may be
				made until the offering statement is qualified by the SEC and is registered in
				this state.