6 Del. Admin. Code § 200-E-505

Current through Register Vol. 28, No. 5, November 1, 2024

Section 200-E-505 - Offers of Securities Through the Internet

(a) A communication that is placed on the internet by or on behalf of an issuer that is designed to raise capital and/or to distribute information on securities, products or services and that is directed generally to anyone having access to the internet, whether through postings on "Bulletin Boards," displays on webpages, the placement of internet advertisements, postings on or through application or social media websites, or otherwise (an "Internet Communication"), shall not constitute an offer within the meaning of Section 73-103(a) of the Act, and shall therefore not be required to be registered under the Act, provided that:

(1) The Internet Communication indicates by a prominent legend at the beginning of the Internet Communication that the securities are not being offered to any person in a state where such offer or sale would be in violation of the law;

(2) An offer of the issuer's securities is not otherwise directed to any person in Delaware by, or on behalf of, the issuer; and

(3) Unless otherwise exempt under the Act, no sale of the issuer's securities is made in Delaware, as a result of the Internet Communication.

(4) The Internet Communication contains a mechanism, including and without limitations, technical "firewalls" or other implemented policies and procedures, designed reasonably to ensure that no sale occurs in Delaware.

(b) Reliance on the exemption provided by this Rule does not preclude an issuer from relying on other available exemptions for offers provided under the Act.

(c) The term "internet" for the purposes of this Rule includes the internet, the world wide web and similar proprietary and common carrier electronic systems, including mobile and cellular internet technology.

6 Del. Admin. Code § 200-E-505

1 DE Reg 1978 (06/01/98)
15 DE Reg. 529 (10/01/11)
18 DE Reg. 394 (11/1/2014)
23 DE Reg. 776 (3/1/2020) (Final)