(d) For purposes of the registration exemption in s. 551.202 (2), Stats., any Standard & Poor's OTCQX Best Market, OTCQB Venture Market, Mergent, or Fitch securities manual, or their electronic equivalent, that contains, in whatever format, the information specified in s. 551.202 (2) (d) 1. to 4., Stats., is designated as a “nationally recognized securities manual" under s. 551.202 (2) (d), Stats. (g) Any offer by a registered broker-dealer pursuant to a preliminary prospectus, provided if all the following requirements are met:
2. The preliminary prospectus has been filed with the U.S. securities and exchange commission or the division for a period of 10 days, and the division does not by order deny the exemption; and .
3. Before the securities referred to in subd. 1. may legally be sold, no customer funds are may be received, and no customer signs may sign any subscription agreement or similar document relating to the securities offered other than a tentative reservation of securities that is not binding on the subscriber until ratified by the subscriber after the securities may legally be sold. _Hlk167894182(h) Any transaction, in other than the initial public offering, involving any government security, other than a revenue obligation and other than a security issued or guaranteed by the United States, or any agency or corporate instrumentality of the United States, where the government security is of investment quality rating as determined by the office of the division of banking for the state of Wisconsin or by the U.S. comptroller of the currency by virtue of credit worthiness, or any transaction involving any government security dated prior to the effective date of this paragraph except that this paragraph does not apply to any of the following: 1. A government security that is a revenue obligation.
2. A government security issued by the United States or any agency or corporate instrumentality of the United States.
(i) Any offer or sale of securities that qualifies for use of a transactional registration exemption under s. DFI-Sec 2.027, or 2.028 or 2.029. (k) Any offer, but not a sale, of a security through a presentation to potential investors at an organized venture capital fair or other investment forum designated in writing by the division. In order to To be designated as a venture capital fair or investment forum for purposes of this exemption, a written application for designation shall be submitted to the division either by a sponsor of the fair or forum or by any interested person if accompanied by the written affirmation of a sponsor, setting forth the dates, places, and times the activity will take place, the names and addresses of all sponsors of the activity, and the criteria to be met for a firm or person to participate in the fair or forum. Within 10 days from the receipt of the application or 10 days from the date of receipt of any amendment or supplemental information to the application required by the division, the division shall either designate the applicant a venture capital fair or investment forum or notify the applicant in writing why such a designation will not be made. For purposes of this paragraph, the terms “venture capital fair" or “investment forum" include, but are not limited to, gatherings open to public attendance that are sponsored by one or more not-for-profit entities at which persons representing existing or proposed businesses may make presentations regarding their business plans and products, or their financing or investment capital needs or proposals.
(L) (intro.) An exemption under this subsection is available for any Any transaction by the sponsor of a unit investment trust involving the resale of a share of beneficial interest in the trust that meets all of the following conditions:
Any offer or sale of a security by an issuer in a transaction that meets each of the following requirements based on the North American Securities Administrators Association Model Accredited Investor Exemption, subject to DFI-Sec 2.023, and except for an issuer who is an issuer that is in the development stage that either has no specific business plan or purpose or had indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person:
1. Sales of the securities shall be that are made only to persons who are accredited investors as defined in 17 CFR 230.501(a), or who the issuer reasonably believes are accredited investors. SECTION 34. DFI-Sec 2.02 (9) (n) 2. is repealed.
SECTION 35. DFI-Sec 2.02 (9) (n) 5. is renumbered DFI-Sec 2.023 (1), and, as renumbered, is amended to read:
DFI-Sec 2.023 (1) A general announcement of the a proposed offering described in DFI-Sec 2.02 (9) (n) may be made by any means, which and shall include each of the following information items only, except as provided in subd. 6. sub. (2), and unless additional information is specifically permitted by the division: (a) The name, address, and telephone number of the issuer of the securities;.
(b) The name, a brief description and price, if known, of any security to be issued;.
(c) A brief description of the business of the issuer in 25 words or less; or fewer.
(d) The type, number and aggregate amount of securities being offered;.
(e) The name, address and telephone number of the person to contact for additional information; and.
(f) A statement disclosing that sales will only be made to accredited investors, that no money or other consideration is being solicited or will be accepted by way of this general announcement, and that the securities have not been registered with or approved by any state securities agency or the U.S. securities and exchange commission and are being offered and sold pursuant to an exemption from registration.
SECTION 36. DFI-Sec 2.02 (9) (n) 6. is renumbered DFI-Sec 2.023 (2) and (2) (intro.) and (a), as renumbered, are amended to read:
DFI-Sec 2.023 (2) (intro.) The issuer, in connection with an offer, may provide information in addition to the general announcement under subd. 5. sub. (1), if the information meets either one of the following requirements of this subdivision: (a) The information is delivered through an electronic database that is restricted to persons who have been prequalified as accredited investors; or .
SECTION 37. DFI-Sec 2.02 (9) (n) 7. is renumbered DFI-Sec 2.023 (3), and, as renumbered, is amended to read:
DFI-Sec 2.023 (3) No telephone solicitation shall may be permitted unless, prior to placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor.
SECTION 38. DFI-Sec 2.02 (9) (n) 8. is amended to read:
DFI-Sec 2.02 (9) (n) 8. Dissemination of the The general announcement of the proposed offering is disseminated to persons who are not any person, without regard to whether the person is an accredited investors shall not disqualify the issuer from claiming the exemption under this rule investor.
_Hlk168069005SECTION 39. DFI-Sec 2.02 (9) (n) 9. is amended to read: DFI-Sec 2.02 (9) (n) 9. The issuer shall file with the division within Within 15 days after the first sale in this state in reliance on this exemption, the issuer files with the division a copy of the general announcement, a consent to service of process, a the fee of $200 described under DFI-Sec s. 7.01 (2) (d), and a completed Form AI as prescribed in s. DFI-Sec 9.01 (1) (e) 9.01 for use of this exemption. SECTION 40. DFI-Sec 2.02 (9) (o) is amended to read:
DFI-Sec 2.02 (9) (o) Pursuant to s. 551.203, Stats., and subject to the fee under DFI-Sec s. 7.01 (2) (d) a transactional securities registration exemption is available for the sale of any outstanding security by or on behalf of a person not the issuer and not in control of the issuer or controlled by the issuer or under common control with the issuer at a price reasonably related to the current market price if the issuer or an applicant files with the division prior to the offering a notice of the proposed sale, including and includes all of the following, and the exemption, unless disallowed by order of the division within 10 days, is effective so long as the information required to be furnished is kept current: the 1. The prospectus used in the most recent offering of the securities proposed to be sold; a .
2. A copy of the issuer's articles of incorporation and by-laws, or equivalents, as currently in effect; any .
3. Any information specified in ss. DFI-Sec 3.02 and 3.03, and not contained in the filed prospectus; the. 4. The trust indenture, if any, under which the securities proposed to be sold are issued; the information.
5. Information, if any, concerning the public market for the security; a.
6. A balance sheet of the issuer as of the end of the last fiscal year of the issuer preceding the date of filing and statements of income and changes in financial position and analysis of surplus for such fiscal year meeting the requirements of s. DFI-Sec 7.06; an . 7. An undertaking to file with the division within 120 days (180 days with respect to a corporation organized and operated not for private profit but exclusively for religious, educational, benevolent or charitable purpose) after the end of each fiscal year of the issuer comparable financial statements of the issuer for each such fiscal year; and an.
8. An undertaking to furnish the division with a written report within 30 days after the happening of any material event affecting the issuer or the securities proposed to be sold. The exemption, unless disallowed by order of the division within 10 days, is effective so long as the information required to be furnished is kept current.
SECTION 41. DFI-Sec 2.023 (title) and (intro.) are created to read:
DFI-Sec 2.023 Conditions related to a sale or offering of certain securities.
(intro.) A transaction described in DFI-Sec s. 2.02 (9) (n) is subject to the following provisions: SECTION 42. DFI-Sec 2.027 (1) (intro.) and (a) to (d) are amended to read:
_Hlk168305862DFI-Sec 2.027 (1) (intro.) A transaction exemption is available under s. 551.203, Stats., for an offer, but not a sale, of a security made by or on behalf of an issuer pursuant to delivery of a written document or, use of a newspaper publication or, scripted media broadcast, or electronic communication containing the information prescribed in the form in s. DFI-Sec 9.01 (1) (c), for the sole purpose of soliciting an indication of interest from prospective purchasers in receiving a prospectus, private placement memorandum, or equivalent disclosure document for the security, if all of the following conditions are satisfied, except to the extent that subject to sub. (2) is applicable. (a) The issuer intends that sales of the security be either any of the following:
1. Registered under ch. 551, Stats.; or . 2. Exempt from registration under an available exemption in any subsection of s. 551.202, Stats., or any exemption rule under s. 551.203, Stats. (b) Not later than the date of the initial solicitation of interest made under this section, the offeror shall file files with the division a completed solicitation of interest form as prescribed in s. DFI-Sec 9.01 (1) (c) ch. 9.01, together 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 and a copy of any notice to be published. Material amendments to the solicitation of interest form or to any related materials used to conduct solicitations shall be filed with the division not later than the date of their first use. Any written document or electronic communication under this subsection may include a coupon, returnable to the issuer indicating interest in a potential offering, revealing the name, address, and telephone number of the prospective purchaser. (c) The text of any published notice or script for broadcast, and any printed material delivered in any solicitation of interest under this section, shall begin begins with the disclosures and information required in, and in the format of, the solicitation of interest form specified in s. DFI-Sec 9.01 (1) (c). (d) The offeror does not know, and in the exercise of reasonable care could not know, that any of the issuer's officers, directors, general partners, controlling persons, or affiliates thereof are or would be disqualified from use of the registration exemption in s. DFI-Sec 2.029 as a result of any of the causes specified in s. DFI-Sec 2.029 (3) (a) 1. to 4. except for any person or persons subject to a disqualification who meets the conditions for waiver in s. DFI-Sec 2.029 (3) (b) 1. SECTION 43. DFI-Sec 2.027 (1) (e) and (f) are renumbered DFI-Sec 2.027 (2) (c) and (d), and, as renumbered, are amended to read:
DFI-Sec 2.027 (2) (c) Solicitations (intro.) The issuer may not make solicitations of interest pursuant to this section shall not be made after the filing of either a:
1. After a registration statement is filed under ch. 551, Stats., the filing of . 2. After materials required for a claim of registration exemption are filed under s. 551.202 or 551.203, Stats., or use of . 3. By using any available self-executing exemption under s. 551.202 or 551.203, Stats. (d) Sales of the securities that are the subject of solicitations of interest under this section shall may not be made until 20 calendar days after the last delivery of a written solicitation of interest document or, a radio or television solicitation broadcast, or other media solicitation publication.
SECTION 44. DFI-Sec 2.027 (2) is amended to read:
DFI-Sec 2.027 (2) (a) A An offeror's failure to comply with any of the conditions in sub. (1) will not result in the loss of the securities registration exemption under this section for any offer to a particular individual or entity if the offeror demonstrates each all of the following are met apply: 1. The failure to comply did not pertain to a condition directly intended to protect that particular individual or entity; and .
2. The failure to comply was insignificant with respect to the offering as a whole; and .
3. A good faith and reasonable attempt was made to comply with the conditions in sub. (1) (a) to (f) (d). (b) Where an exemption is established only through reliance upon this subsection, the failure to comply with the conditions in sub. (1) (a) to (f) (d) shall constitute a basis for action that may be taken by the division under s. 551.603, Stats., and shall constitute a basis for action that may be taken by the division under s. 551.204, Stats., to deny or revoke the exemption as to a specific security or transaction. SECTION 45. DFI-Sec 2.028 (intro.), (1) (a), (4), (7) (a) and (b), and (8) (intro), (a) and (b) are amended to read:
DFI-Sec 2.028 (intro.) If all of the following conditions are met, other than any condition or conditions waived by the division upon a showing of good cause, a A transaction registration exemption is available under s. 551.203, Stats., to an issuer having, both before and upon completion of the offering, its principal office and a majority of the full-time employees located in this state, for any offer or sale for cash of the equity securities of an issuer having, both before and upon completion of the offering, its principal office and a majority of the full-time employees located in this state if all of the following conditions are met, other than any condition waived by the division upon a showing of good cause: (4) The aggregate offering price of the securities sold in the offering to persons in Wisconsin pursuant to this exemption does not exceed $5,000,000, provided that the issuer has not made other offerings in Wisconsin pursuant to this exemption that would meet the criteria for being integrated with the offering under Rule 502 (a) of Regulation D under the securities act Securities Act of 1933.
(7) (a) For offerings by a corporate issuer, an offering document that complies with the North American Securities Administrators Association, Inc. Form U-7 Small Corporate Offering Registration and Prospectus Disclosure Form, except that the financial statements may be either audited or reviewed; or .
(b) For offerings by any type of issuer, an offering document that complies with the disclosure requirements of rule 502 (b) (2) of Regulation D under the securities act Securities Act of 1933.
(8) (intro.) The issuer or applicant files with the division all of the following:
(a) The offering document to be used in connection with the offer and sale of the securities, not later than the date of the first use of the document in this state, together with a fee of $200; and specified in DFI-Sec 7.01 (2) (d).
(b) A letter specifying how the requirements for use of this exemption contained in the introduction and in subs. (1) to (7) are met or will be met; and . _Hlk168327921SECTION 46. DFI-Sec 2.029 (title) is amended to read: DFI-Sec 2.029 (title) Federal regulation D rule 505 exemption by filing Bad actor disqualification.
SECTION 47. DFI-Sec 2.029 (1), (2), (4), (5), and (6) are repealed.
SECTION 48. DFI-Sec 2.029 (3) (a)
DFI-Sec 2.029 (3) (a) Unless the cause for disqualification is waived under par. (b) 2., no exemption under sub. (1) is available for the securities of an issuer unless the issuer did not know and in the exercise of reasonable care could not have known that any of the following applies to any of the persons described in 17 CFR 230.262 (a), (b), or (c): 1. The person has filed a registration statement which is the subject of an effective order entered against the issuer, its officers, directors, general partners, controlling persons, or affiliates thereof, pursuant to any state's law within 5 years before the filing of a notice required under sub. (4) by the division denying effectiveness to, or suspending or revoking the effectiveness of, the registration statement. 2. The person has been convicted of any felony or misdemeanor in connection with the offer, sale, or purchase of any security or franchise, or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, or conspiracy to defraud.
3. The person is subject to an effective administrative order or judgment entered by a state securities administrator within 5 years before the filing of a notice required under sub. (4) by the division, which prohibits, denies or revokes the use of any exemption from securities registration, which prohibits the transaction of business by the person as a broker-dealer or agent, or which is based on fraud, deceit, an untrue statement of a material fact or an omission to state a material fact. 4. The person is subject to any order, judgment or decree of any court entered within 5 years before the filing of a notice required under sub. (4), temporarily, preliminarily or permanently restraining or enjoining the person from engaging in or continuing any conduct or practice in connection with the offer, sale or purchase of any security, or the making of any false filing with any state. SECTION 49. DFI-Sec 2.03 is amended to read:
_Hlk194070900DFI-Sec 2.03 (1) If a notice is required to be filed in order to seek to claim registration exemption status pursuant to s. 551.201, or 551.202, Stats., or rule or order under s. 551.203, Stats., the notice shall consist of a copy of any prospectus, circular or other material to be delivered to offerees, the fee prescribed by under s. DFI-Sec 7.01 (2) (d), and a cover letter describing how the offering will meet all the requirements for use of the exemption sought to be utilized. (2)If any information is reasonably required by the division prior to the effective date of an exemption, in connection with the examination of any notice filed pursuant to s. 551.201, or 551.202, Stats., or rule or order under s. 551.203, Stats., the notice is not deemed filed until the information so required is filed with the division. (3) An order of the division disallowing an exemption with respect to a specified security or transaction pursuant to s. 551.201, or 551.202, Stats., or rule or order under s. 551.203, Stats., has the same effect as an order denying or revoking an exemption pursuant to s. 551.204, Stats. _Hlk198203257SECTION 50. DFI-Sec 2.04 (1) and (2) (intro.) and (b) are amended to read: _Hlk194502360DFI-Sec 2.04 (1) (a) With respect to a federal covered security referred to described in s. 551.302 (1) (a), Stats., unless the security is registered or exempt from registration under s. 551.201, or 551.202, Stats., or rule or order under s. 551.203, Stats., the issuer or a person acting on behalf of the issuer shall file with the division not later than the initial offer of the security in this state, a consent to service of process signed by the issuer and the notice filing fee prescribed under s. DFI-Sec 7.01 (2) (d) 551.614, Stats. If a completed Form NF as prescribed in s. DFI-Sec 9.01 (1) (d) 9.01 is included with the consent to service of process and the notice filing fee, the issuer need not also include with the filing copies of any documents that are part of the registration statement filed under the securities act Securities Act of 1933, although the division may at a later time require the filing of a copy of any document that is part of the registration statement filed under the securities act Securities Act of 1933. (b) After the initial offer in this state of a federal covered security referred to described in s. 551.302 (1) (a), Stats., if the issuer files an amendment to its registration statement with the U.S. securities and exchange commission under the securities act of 1933 that relates either to a name change of the issuer, or to a change in the designation of the federal covered security, the issuer or a person acting on behalf of the issuer shall file with the division concurrent with the federal filing, a fee of $200 the fee prescribed under s. DFI-Sec 7.01 (2) (d), which shall be accompanied by a copy of each amendment-related document filed with the U.S. securities and exchange commission unless the issuer files with the division a completed Form NF as prescribed in s. DFI-Sec 9.01 (1) (d) ch. 9.01. The division may at a later time require the filing of a copy of any document relating to the amendment filed under the securities act of 1933.
