SB583,4,1814 551.202 (26) (h) The issuer informs all prospective purchasers of securities
15offered under this subsection that the securities have not been registered under
16federal or state securities law and that the securities are subject to limitations on
17resale. The issuer shall display the following legend conspicuously on the cover page
18of the disclosure document:
SB583,5,1019 IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON
20THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE
21OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE
22SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
23STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY
24AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
25CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS

1DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
2OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
3TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
4RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SEC RULE 147 147A
5(17 CFR 230.147 230.147A (e)) AS PROMULGATED UNDER THE SECURITIES
6ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES
7LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
8INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
9THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
10OF TIME.
SB583,6 11Section 6. 551.202 (26m) of the statutes is created to read:
SB583,5,1412 551.202 (26m) (a) An offer to sell, but not a sale, of a security by an issuer if,
13subject to par. (b), the offer is conducted in accordance with all of the following
14requirements:
SB583,5,2015 1. The offer contains information required in the solicitation of interest form
16prescribed by the division and is made by or on behalf of the issuer by means of a
17newspaper publication, scripted media broadcast, Internet posting, or delivery of
18notices to be published or other documents, for the sole purpose of soliciting an
19indication of interest from prospective purchasers in receiving a prospectus, private
20placement memorandum, or equivalent disclosure document for the security.
SB583,5,2221 2. The issuer intends that sales of the security be made pursuant to the
22exemption under sub. (26).
SB583,6,823 3. Prior to the initial solicitation of interest made under this subsection, the
24offeror files with the division a completed solicitation of interest form, as prescribed
25by the division, together with any other materials to be used to conduct solicitations

1of interest, including the script of any broadcast to be made, any information to be
2posted on the Internet, and a copy of any notice to be published. Any amendments
3to the solicitation of interest form or to any related materials used to conduct
4solicitations shall be filed with the division not later than the date of their first use.
5Any written or posted document under this subdivision may include a coupon, or
6digital form, returnable to the issuer indicating interest in a potential offering and
7revealing the name, address, electronic mail address, and telephone number of the
8prospective purchaser.
SB583,6,129 4. The text of any published notice or script for broadcast, any information to
10be posted on the Internet, and any printed material delivered in any solicitation of
11interest under this subsection begins with the disclosures and information required
12in, and in the format of, the solicitation of interest form prescribed by the division.
SB583,6,1613 5. The offeror does not know, and in the exercise of reasonable care could not
14know, that any of the issuer's officers, directors, general partners, controlling
15persons, or affiliates are or would be disqualified from use of the registration
16exemption under this subsection.
SB583,6,1817 6. No solicitation of interest pursuant to this subsection is made after the filing
18of materials required for the exemption under sub. (26).
SB583,6,2419 7. No sales of the securities that are the subject of solicitations of interest under
20this subsection are made until 20 calendar days after the last delivery of a solicitation
21of interest document, scripted media broadcast, Internet post, or other media
22publication. For purposes of this subdivision, the last delivery date for solicitations
23of interest by means of the Internet is the last day on which a digital form is available
24for a prospective purchaser's response indicating interest.
SB583,7,3
18. During the solicitation of interest period, neither the issuer nor any person
2acting on its behalf accepts or solicits money, subscriptions, or commitments to
3purchase securities.
SB583,7,64 (b) A failure to comply with any of the requirements for exemption under par.
5(a) does not result in the loss of the exemption under this subsection for any offer to
6a particular person if the offeror demonstrates that all of the following apply:
SB583,7,87 1. The failure to comply did not pertain to a requirement directly intended to
8protect that particular person.
SB583,7,109 2. The failure to comply was insignificant with respect to the offering as a
10whole.
SB583,7,1211 3. A good faith and reasonable attempt was made to comply with all
12requirements under par. (a).
SB583,7 13Section 7. 551.202 (27) (a) of the statutes is amended to read:
SB583,7,1614 551.202 (27) (a) The issuer of the security is a business entity organized under
15the laws of this state and authorized to do
with a principal place of business in this
16state and that is doing
business in this state.
SB583,8 17Section 8. 551.202 (27) (b) of the statutes is amended to read:
SB583,7,2118 551.202 (27) (b) The transaction meets the requirements of the federal
19exemption for intrastate offerings in section 3 (a) (11) of the Securities Act of 1933
20(15 USC 77c (a) (11)) and Rule 147 147A adopted under the Securities Act of 1933 (17
21CFR 230.147 230.147A).
SB583,9 22Section 9. 551.202 (27) (g) of the statutes is amended to read:
SB583,8,223 551.202 (27) (g) All funds received from investors are deposited into a bank,
24savings bank, savings and loan association, or credit union chartered under the laws

1of
authorized to do business in this state, and all the funds are used in accordance
2with representations made to investors.
SB583,10 3Section 10. 551.202 (27) (j) of the statutes is amended to read:
SB583,8,74 551.202 (27) (j) The issuer informs all purchasers that the securities have not
5been registered under this chapter and makes the disclosures required under
6subsection (f) of Rule 147 147A adopted under the Securities Act of 1933 (17 CFR
7230.147 230.147A (f)).
SB583,11 8Section 11. 551.205 (1) (a) of the statutes is amended to read:
SB583,8,129 551.205 (1) (a) Prior to any offer or sale of securities, the issuer shall provide
10to the Internet site operator evidence that the issuer is organized under the laws of
11this state and is authorized to do
has a principal place of business in this state and
12is doing
business in this state.
SB583,12 13Section 12. 551.205 (1) (b) 2. c. of the statutes is amended to read:
SB583,8,1614 551.205 (1) (b) 2. c. Except as provided in sub. (3), it It does not compensate
15employees, agents, or other persons for the solicitation or based on the sale of
16securities displayed or referenced on the Internet site.
SB583,13 17Section 13. 551.205 (1) (b) 2. d. of the statutes is amended to read:
SB583,8,2018 551.205 (1) (b) 2. d. Except as provided in sub. (3), it is not compensated based
19on the amount of securities sold, and it
It does not hold, manage, possess, or
20otherwise handle investor funds or securities.
SB583,14 21Section 14. 551.205 (1) (b) 2. e. of the statutes is amended to read:
SB583,8,2522 551.205 (1) (b) 2. e. Except as provided in sub. (3), the The fee it charges an
23issuer for an offering of securities on the Internet site is a commission, a fixed amount
24for each offering, a variable amount based on the length of time that the securities
25are offered on the Internet site, or a combination of such fixed and variable amounts.
SB583,15
1Section 15. 551.205 (2) (intro.) of the statutes is amended to read:
SB583,9,132 551.205 (2) (intro.) An issuer of a security, the offer and sale of which is exempt
3under s. 551.202 (26), shall provide, free of charge, a quarterly report to the issuer's
4investors until no securities issued under s. 551.202 (26) are outstanding. An issuer
5may satisfy the reporting requirement of this subsection by making the information
6available on an Internet site if the information is made available within 45 days after
7the end of each fiscal quarter and remains available until the succeeding quarterly
8report is issued. An issuer shall file each quarterly report under this subsection with
9the division and, if
If the quarterly report is made available on an Internet site, the
10issuer shall also provide a written copy of the report to any investor upon request.
11Upon written request from the division, the issuer shall provide a copy of the
12quarterly report to the division within 10 business days following the division's
13request.
The report shall contain all of the following:
SB583,16 14Section 16. 551.205 (3) of the statutes is repealed.
SB583,17 15Section 17. Initial applicability.
SB583,9,1716 (1) This act first applies to securities offered or sold on the effective date of this
17subsection.
SB583,9,1818 (End)
Loading...
Loading...