Chapter 6

EXEMPTIONS FROM REGISTRATION & CROWDFUNDING

 

Section 1.Exemptions. The following rules correspond with provisions of W.S. §17-4-201 and 202 for further clarification of securities and transactions exempt from registration.

(a)Isolated non-issuer transaction as used in W.S. §17-4-202(a)(i) shall mean a single transaction involving one buyer and one seller.

 

(b)Mergent or Fitch securities manuals, and the OTCQX and OTCQB markets containing information specified by the statutory exemption are designated as "nationally recognized securities manuals" for the purpose of claiming exemption under W.S. §17-4-202(a)(ii)(D).

 

(c)The wording of W.S. §17-4-202(a)(xv) does not restrict existing security holders only to persons who are holders of convertible securities, options or warrants.

 

(d)Offers, but not sales, of securities made pursuant to W.S. §17-4-202(a)(xvii) pursuant to Chapter 7, Section 3 of these rules:

 

(i)If made pursuant to the following conditions:

 

(A)Ten (10) business days prior to the initial solicitation of interest under this rule, the offeror files with the Secretary of State a "Solicitation of Interest Form" along with any other materials to be used to conduct solicitations of interest, including, but not limited to, the script of any broadcast to be made, a copy of any video materials intended for broadcast and a copy of any notice to be published. The Solicitation of Interest Form may be obtained from the Secretary of State's website at http://sos.wyo.gov.

 

(B)Five (5) business days prior to usage, the offeror files with the Secretary of State any amendments to the foregoing materials or additional materials to be used to conduct solicitations of interest, except for materials provided to a particular offeree pursuant to a request by that offeree.

 

(C)Solicitation of Interest Forms, advertisements and other solicitation materials shall not be distributed unless approved by the Secretary of State. 

 

(D)Except for scripted broadcasts and published notices, the offeror supplies the offeree with the most current Solicitation of Interest Form at or before the time of the communication or within five (5) days of the initial communication.

 

(E)During the solicitation of interest period, the offeror does not solicit or accept money or a commitment to purchase securities.

 

(F)No sale is made until the offeree has received and had an opportunity to read a currently effective prospectus. No sale may occur based upon the delivery of a preliminary prospectus until a final prospectus is received.

 

(G)No exemption shall be available to any person who, directly or indirectly, as part of this exempt transaction:

 

(I)Has filed a registration statement which is currently the subject of an effective registration stop order entered pursuant to any state's securities laws within five years prior to the filing of the notice required under this exemption;

 

(II)Has, within five (5) years prior to the filing of the notice required under this exemption, been convicted of any felony or misdemeanor in connection with the offer, purchase or sale of any security or of any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny, conspiracy to defraud, money laundering, or tax evasion;

 

(III)Is currently subject to any state or province of Canada administrative enforcement order or judgment entered by that state or province's securities administrator within five years prior to the filing of the notice required under this exemption, or is subject to any state or provincial administrative enforcement order or judgment in which fraud or deceit, including but not limited to making untrue statements or material facts and omitting to state material facts;

 

(IV)Is subject to any state or province of Canada administrative enforcement order or judgment which prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities;

 

(V)Is currently subject to any order, judgment, or decree of any court of competent jurisdiction that temporarily, preliminarily, or permanently restrains or enjoins such party from engaging in, or continuing, any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state or province entered within five years prior to the filing of the notice required under this exemption;

 

(VI)The prohibitions of paragraphs I-III and V above shall not apply if the person subject to the disqualification is duly licensed or registered to conduct securities related business in the state or province in which the administrative order or judgment was entered against such person or if the broker-dealer employing such party is licensed or registered in this state and the Form BD filed with this state discloses the order, conviction, judgment or decree relating to such person. No person disqualified under this subsection shall act in a capacity other than that for which the person is licensed or registered;

 

(VII)Any disqualification caused by this section is automatically waived if the state or province's securities administrator or agency of the state or province which created the basis for disqualification determines upon a showing of good cause that it is not necessary under the circumstances that the exemption be denied;

 

(VIII)It is a defense to an alleged violation of this subsection if the issuer sustains the burden of proof to establish that he or she did not know and in the exercise of reasonable care could not have known that a disqualification under this subsection existed.

 

(H)Any published notice or script for broadcast exempt hereunder shall contain at least the identity of the chief executive officer of the issuer, a brief and general description of its business and products, and the following legends:

 

(I)No Money of other consideration is being solicited and none will be accepted;

 

(II)No Sales of the securities shall be made or commitment to purchase accepted until delivery of an offering circular that includes complete information about the issuer and the offering is made;

 

(III)An indication of interest made by a prospective investor involves no obligation or commitment of any kind; and

 

(IV)No sale may be made until the offering statement is qualified by the SEC and is registered in this state.

 

(ii)All communications with prospective investors made in reliance on this rule must cease after a registration statement is filed in this state, and no sale may be made until at least twenty (20) calendar days after the last communication with a prospective investor under this exemption.

 

(iii)A failure to comply with any condition of section (G) of this rule will not result in the loss of the exemption from the registration or literature filing requirements of the Act for any offer to a particular individual or entity if the offeror shows:

 

(A)the failure to comply did not pertain to a material condition intended to protect that particular individual or entity; and

 

(B)the failure to comply was not material with respect to the offering as a whole; and

 

(C)a good faith and reasonable attempt was made to comply with all applicable conditions;

 

(D)Loss of this exemption for a specified security or transaction may occur if the issuer fails to comply with the requirements of subparagraph (ii).

 

(iv)No waiver of this rule shall be assumed or confirmed except by written action of the Secretary of State in response to a written application by the offeror showing good cause for the departure from this rule.

 

(v)Offers made in reliance on this rule will not result in a violation of the registration provisions of the Act by virtue of being integrated with subsequent offers or sales of securities unless such subsequent offers and sales would be integrated under federal securities laws.

 

(vi)Issuers on whose behalf indications of interest are solicited under this rule may not make offers or sales in reliance on W.S. §17-4-202(a)(xiv) until twelve (12) months after the last communication with a prospective investor made under this exemption.

 

(e)Nothing in these rules requires an investment company to make any filings with or pay any fees to the Secretary of State if the investment company may avail itself of exemptions available to other issuers of securities found in W.S. §17-4-201 or -202, unless otherwise required by statute.

 

Section 2.Crowdfunding - Wyoming Invests Now (WIN). The following provisions apply to offerings made under intrastate crowdfunding exemption pursuant to W.S.§ 17-4-203.

 

(a)An issuer claiming the exemption under W.S.§17-4-203 shall file a notice with the Secretary of State on the WIN Form and include the information set forth in W.S.§17-4-203(a)(v). The WIN Form may be obtained from the Secretary of State's website at http://sos.wyo.gov.

 

(i)Notice shall be filed at least ten (10) days before an offer is made using this exemption.

 

(ii)The issuer shall notify the Secretary of State by email or written notice of the date of the first offer made.

(iii)After submission of offering information, any changes in information shall be updated with the Secretary of State on the WIN Form within fifteen (15) days of the change.

 

(iv)The issuer shall provide a quarterly report as set forth in W.S.§17-4-203(b).

(b)Under this exemption, a website operator, also known as a portal, shall file a notice with the Secretary of State on the Portal Form pursuant to W.S.§17-4-203(a)(ix)(C). The Portal Form may be obtained from the Secretary of State's website at http://sos.wyo.gov.

 

(c)Validating Residency.

 

(i)Issuers shall verify purchaser eligibility by collecting one or more of the following records or documents:

 

(A)A valid operator's license, chauffeur's license, or official personal identification card issued by this state;

 

(B)A current Wyoming voter registration;

 

(C)Any documents verifying residency consistent with W.S.§ 22-1-102(a)(xxx).

 

(D)Any other record or documents issued by this state that establishes that the purchaser's principal residence is in this state.

(ii)Issuer shall maintain records collected pursuant to (c)(i) above for a period of six years, the first two years must be accessible within twenty-four (24) hours of a request for the records.

 

(d)This exemption is only available to an active entity incorporated or organized under the laws of this state in good standing.

 

(i)If the entity status of any entity making an offering under this provision becomes delinquent for any reason with the Secretary of State's Office, the delinquency must be cured in the respective time period prescribed by law or applicable rule before the entity is administratively dissolved; this exemption shall not apply to any entity that is administratively dissolved.

 

(e)Upon completion of an offering made under this section, the issuer must file a final sales report with the Secretary of State no later than thirty (30) days after the last sale in the offering.  The Final Sales Report Form may be obtained from the Secretary of State's website at http://sos.wyo.gov.  The report shall contain the following information:

 

(i)The time period in which the offering was open; 

 

(ii)The number of shares or units sold in the offering;

 

(iii)The number of investors that purchased shares or units in the offering; and

 

(iv)The dollar amount sold in the offering.