Section 3.08.505. Registration of Rule 505 offerings.

	(a)  Offerings of securities not exceeding the greater of $5,000,000 or the limit established under 17 C.F.R. 230.505(b)(2)(i) (SEC Rule 505(b)(2)(i)) may be registered under this section, subject to the following:  
		(1) an unlimited number of accredited investors may be involved;  
		(2) the issuer must reasonably believe that, applying the provisions for "calculation of number of purchasers" in 17 C.F.R. 230.501, the number of purchasers, other than accredited investors, total no more than 35;  
		(3) sales may be made only to sophisticated or suitable purchasers as described in (b) - (c) of this section;  
		(4) the requirements of 3 AAC 08.515(a) and (c) - (f) apply to offerings registered under this section;  
		(5) advertising is not allowed without a waiver from the administrator under 3 AAC 08.520(b);  
		(6) the sum of the following amounts may not exceed the greater of $5,000,000 or the limit established under 17 C.F.R. 230.505(b)(2)(i):  
			(A) the dollar value for the amount of securities being registered;  
			(B) the aggregate offering price of all securities of the issuer sold within the 12 months before the effective date of the certificate of registration;  
			(C) the aggregate offering price of all securities of the issuer sold during the course of the offering being registered if the securities were sold in reliance on 15 U.S.C. 77c(b) (sec. 3(b) of the Securities Act of 1933) or in violation of 15 U.S.C. 77e(a) (sec. 5(a) of the Securities Act of 1933).   
	(b)  Provisions on offerings to sophisticated purchasers are as follows:  
		(1) the registration of an offering to sophisticated purchasers under this section allows sales to  
			(A) an accredited investor;  
			(B) a permitted Alaska purchaser; or  
			(C) a person, acting alone or with a purchaser representative, who the issuer reasonably believes has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the proposed investment; the issuer's reasonable belief of the person's knowledge and experience must exist before a person becomes a purchaser;  
		(2) sales under this paragraph may be made by the issuer, a person registered in this state to sell for the issuer, a broker-dealer, or a person exempt from registration by AS 45.55  or this chapter.  
	(c)  The registration of an offering to suitable purchasers under this section allows  
		(1) sales to be made only by a broker-dealer registered in this state who is also registered as a broker-dealer with the SEC under 15 U.S.C. 78o(b) (sec. 15(b) of the Securities Exchange Act of 1934);  
		(2) registration if the broker-dealer who will conduct the sales reasonably believes that adequate diligence and review have been applied in connection with the offering being registered in order for the broker-dealer to adequately determine the suitability of the offering to a purchaser; and  
		(3) sales if the broker-dealer reasonably believes that the security is suitable for the purchaser after reasonable inquiry concerning the purchaser's investment objectives, financial situation, and needs, and after consideration of any other information known by the broker-dealer.  
	(d)  For purposes of this section, 17 C.F.R. 230.505(b)(2)(i), as revised as of October 1, 1999, is adopted by reference.  

Authorities

45.55.110;45.55.950

Notes

Reference

3 AAC 08.503
3 AAC 08.510
3 AAC 08.515
3 AAC 08.530
3 AAC 08.535
3 AAC 08.540

Authority

AS 45.55.110 AS 45.55.950

History

Eff. 5/24/84, Register 90; am 4/19/2000, Register 154