Cal. Code Regs. tit. 10 § 260.105.29

Current through Register 2024 Notice Reg. No. 45, November 8, 2024

Section 260.105.29 - Use of Red Herring Offering Circulars in Regulation A Offerings

There is hereby exempted from the provisions of Section 25110 and 25130 of the Code as not being comprehended within the purposes of the Corporate Securities Law of 1968 and the qualification of which is not necessary or appropriate in the public interest or for the protection of investors any offer (but not a sale) of a security for which a notification on Form 1A (Regulation A Offering Statement under the Securities Act of 1933) has been filed with the Securities and Exchange Commission and for which an application for qualification has been filed pursuant to said sections of the Code, provided each of the following conditions is met:

(a) No order is in effect and no public proceeding or examination looking toward such an order is pending under Rule 261 (17 CFR 230.261) pursuant to the Securities Exchange Act of 1933 and no order under Section 25140 or subdivision (a) of Section 25143 of the Code is in effect; and

(b) The offering circular distributed pursuant to this section has been on file with the Commissioner for not less than 3 business days and no order with respect thereto has been issued pursuant to Section 25302 of the Code; and

(c) The offer and sale of the securities is made by or through only a licensed broker-dealer; and

(d) If material changes or corrections are made in the offering circular referred to in subsection (b), each sale pursuant to the qualification applied for, if granted, shall be made upon the condition that the purchaser may rescind within 3 business days after receipt of the final offering circular and the final offering circular has prominently upon its face in not less than 10-point type the following legend:

MATERIAL CHANGES AND CORRECTIONS HAVE BEEN MADE IN THIS OFFERING CIRCULAR FROM THE PRELIMINARY OFFERING CIRCULAR DATED __________, AFFECTING THE INFORMATION RELEVANT TO INVESTORS IN THE SECURITIES WHICH ARE BEING OFFERED PURSUANT TO THIS OFFERING CIRCULAR.

Cal. Code Regs. Tit. 10, § 260.105.29

1. New section filed 1-25-80; effective thirtieth day thereafter (Register 80, No. 4).
2. Amendment filed 7-1-81; effective thirtieth day thereafter (Register 81, No. 27).
3. Amendment filed 8-7-85; effective thirtieth day thereafter (Register 85, No. 32).

Note: Authority cited: Sections 25105 and 25610, Corporations Code. Reference: Sections 25105, 25110, 25130, 25140, 25143 and 25302, Corporations Code.