Nev. Admin. Code § 90.Sec. 27

Current through November 8, 2024
Section 90.Sec. 27 - NEW
1. At the time described in subsection 2, a crowdfunding issuer shall submit to the Administrator:
(a) At least one of the following:
(1) A completed Uniform Notice of Federal Crowdfunding Offering Form (Form U-CF); or
(2) A copy of every document the crowdfunding issuer filed with the Securities and Exchange Commission;
(b) If the crowdfunding issuer only submits the documents described in subparagraph (2) of paragraph (a), a completed Uniform Consent to Service of Process Form (Form U-2); and
(c) The fee prescribed by subsection 2 of NRS 90.500.
2. If the crowdfunding issuer:
(a) Has its principal place of business in this State, the crowdfunding issuer must submit the documents and fee prescribed by NRS 90.500 to the Administrator when the crowdfunding issuer makes its initial Form C filing under the Securities Act of 1933 concerning the offering with the Securities and Exchange Commission; or
(b) Sells the offering to residents in this State, the crowdfunding issuer must submit the documents and fee prescribed by NRS 90.500 to the Administrator when the crowdfunding issuer becomes aware residents of this State have purchased at least 50 percent or more of the aggregate amount of the offering and not later than 30 days after the date of completion of the offering.
3. The submission required by subsection 1 is effective for 1 year after the date on which the documents and fee are received by the Administrator.
4. If the crowdfunding issuer described in subsection 1 wishes to offer the security beyond the initial 1-year period described in subsection 3, the crowdfunding issuer must, before the expiration of such period, submit to the Administrator:
(a) At least one of the following:
(1) A completed Uniform Notice of Federal Crowdfunding Offering Form (Form U-CF) marked "renewal"; or
(2) A cover letter or other document requesting renewal;
(b) A fee in the amount prescribed by subsection 2 of NRS 90.500 to renew the unsold portion of securities for which a filing fee has previously been paid; and
(c) If the amount of securities subject to this section has been increased in accordance with subsection 5 since the initial period described in subsection 3, a fee in the amount prescribed by subsection 2 of NRS 90.500 to cover the increase in the amount of securities.
5. A crowdfunding issuer may increase the amount of securities offered in this State if the crowdfunding issuer, before selling additional securities in this State, submits to the Administrator:
(a) At least one of the following:
(1) Uniform Notice of Federal Crowdfunding Offering Form (Form U-CF) marked "amendment"; or
(2) Any other document describing the transaction; and
(b) A fee in the amount prescribed by subsection 14 of NRS 90.500 to cover the increase in the amount of securities being offered by the crowdfunding issuer.
6. As used in this section, "crowdfunding issuer" means an issuer who offers and sells securities in this State where:
(a) The offering is made under:
(1) Regulation Crowdfunding, 17 C.F.R. Part 227 ; and
(2) Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933; and
(b) The issuer:
(1) Has its principal place of business in this State; or
(2) Sells 50 percent or more of the aggregate amount of the offering described in paragraph (a) to residents of this State.

Nev. Admin. Code § 90.Sec. 27

Added to NAC by Sec'y of State by R018-21A, eff. 6/2/2023

NRS 90.750, 90.755