(a) Every person registering securities by qualification, W.S. § 17-4-304, except applications made pursuant to Chapter 7, Section 3 (Small Corporate Offering Registration), shall file with the Secretary of State: - (i) a fully executed Uniform Application to Register Securities, Form U-1, and all documents required by that form, except:
- (A) a copy of an earning computation or similar document is not required;
- (B) advertising material filed with the SEC or other Self-Regulatory Organization is not required.
- (ii) a consent to service of process and a filing fee as required by W.S. § 17-4-305(b).
(b) Every person registering securities by qualification shall: - (i) include disclosure in the registration statement or prospectus in accordance with Federal Regulation S-B [ 17 CFR § 228.10 through 228.702 ]; Industry Specific Disclosure Requirements in Guide 7 [ 17 CFR § 229.801(g) and § 802(g) ]; or other applicable Federal Disclosure Guideline and which complies with W.S. § 17-4-304(b);
- (ii) include in the registration statement or prospectus financial statements prepared in accordance with generally accepted accounting principles in the United States pursuant to 17 CFR § 228.310 including:
- (A) an audited balance sheet as of the end of the most recent fiscal year, or as of a date within 135 days if the issuer existed for a period less than one fiscal year, and audited statements of income, cash flows and changes in stockholders' equity for each of the two fiscal years preceding the date of such audited balance sheet (or such shorter period as the registrant has been in business; and,
- (B) interim financial statements, which may be unaudited, which shall include a balance sheet as of the end of the issuer's most recent fiscal quarter and income statements and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding fiscal year; but,
- (C) the Secretary of State, where consistent with the premise of protection of investors, may permit the omission of one or more of the financial statements or the substitution of appropriate statements of comparable character; and
- (D) the Secretary of State by informal written notice may require the filing of other financial statements, audited or unaudited, where necessary or appropriate of the issuer, subsidiaries, parent companies, affiliates, general partners, or for limited liability companies, members or managers.
- (iii) include in the registration statement or prospectus the information or records as specified in W.S. § 17 - 4 304(b)(i) through W.S. § 17 - 4 304(b)(xvii)
- (iv) subscribe investors in Wyoming once the offering is declared effective on a form acceptable to the Secretary of State. The issuer shall retain the executed subscription documents for three years following close of the offering.
- (v) deposit all monies received from the sale of securities from the offering in a segregated account exclusively for impoundment of offering proceeds at any financial institution(s) independent of the issuer, unless the Secretary of State determines deposit of offering proceeds in a segregated account would not provide added investor protection.
- (A) The impounded proceeds shall not be removed from the segregated account until the minimum amount of offering proceeds subject to the registration statement or prospectus are deposited in the segregated account.
- (B) If the minimum amount of offering proceeds subject to the registration are not received into the segregated account within the time frame established in the registration statement or prospectus, all offering proceeds shall be returned to the subscribers without deduction.
- (C) Upon depositing at least the minimum amount of offering proceeds in the segregated account, the issuer may begin using the offering proceeds in a manner consistent with the "Use of Proceeds" disclosures in the issuer's registration statement.
- (D) The Secretary of State may require the issuer to provide bank statements, deposit slips, subscription agreements or other documentation as proof that the minimum sales proceeds were deposited in the segregated account.
(c) No distribution of a registration statement, delivery of a subscription agreement or any offer of a security being registered may occur in this state until the offering has been ordered effective by the Secretary of State, unless made in accordance with W.S. § 17-4-202(a)(xvii) and rules relating to that section.
(d) The Secretary of State incorporates by reference the following NASAA Statements of Policy found at www.nasaa.org as standards of disclosure and fairness in review of securities registration statements or prospectuses for entities engaged in specific types of securities that follow: - (i) Registration of Oil and Gas Programs (Last revised, May 6, 2012)
- (ii) Real Estate Investment Trusts (REIT) (Adopted May 7, 2007)
- (iii) Registration of Publicly Offered Cattle Feeding Programs (Adopted September 17, 1980)
- (iv) Real Estate Programs (Last revised, May 7, 2007)
- (v) Debt Securities (Adopted April 25, 1993)
- (vi) Registration of Commodity Pool Programs (Amended May 6, 2012)
- (vii) Registration of Equipment Programs (Amended May 6, 2012)
- (viii) Registration of Asset-Backed Securities (Amended May 6, 2012)
- (ix) Church Bonds (Adopted April 14, 2002)
- (x) Church Extension Fund Securities (Amended April 18, 2004)
- (xi) Registration of Mortgage Programs (Amended May 7, 2007)
- (xii) Omnibus Guidelines (Amended May 7, 2007)
Amended, Eff. 10/27/2017.