S.D. Admin. R. 20:08:07:34

Current through Register Vol. 51, page 67, December 16, 2024

Section 20:08:07:34 - Solicitation of interest

1. Scope of the exemption. The solicitation of interest exemption under SDCL 47-31B-202(17) if only available to issuers that register by qualification under SDCL 47-31B-304(b)(13) and have filed with the division, and are exempt from registration from the Securities Act of 1933. Oral offers may be made both before and after a registration statement is effective provided there is compliance with this rule.

2. Form and content. The record to offerees shall consist of a preliminary offering document that meets the following requirements:

a. The outside front cover page shall comply with subsection 230.555(a)(1) of regulation A under the Securities Act of 1933 or state:

"A registration statement pursuant to SDCL chapter 47-31 B relating to these securities has been filed with the South Dakota Division of Insurance. This Preliminary Offering Document is being distributed pursuant to the exemption under SDCL 47-31B-202(17). Information contained in this Preliminary Offering Document is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering document which is not designated as a Preliminary Offering Document is delivered and the offering statement filed with the Division becomes qualified. This Preliminary Offering Document does not constitute an offer to sell or the solicitation of an offer to buy. Under no circumstances shall the issuer collect any funds for the securities while relying upon the exemption under SDCL 47-31B-202(17)."; and

b. The preliminary offering document shall contain substantially the information required in an offering circular under the Form 1-A or Form U-7.

c. Filing. The issuer shall file the preliminary offering document and all related documents with the division as part of the registration statement prior to making any solicitations of interest under the exemption of SDCL 47-31B-202(17).

d. No funds may be collected by the issuer for the securities while relying upon the exemption under SDCL 47-31B-202(17).

S.D. Admin. R. 20:08:07:34

30 SDR 211, effective 7/1/2004; 44 SDR 99, effective 12/11/2017

General Authority: SDCL 47-31B-202(17), 47-31B-605(a)(1), 47-31B-605(b).

Law Implemented: SDCL 47-31B-103, 47-31B-202(17).