D.C. Mun. Regs. tit. 26, r. 26-B252

Current through Register Vol. 71, No. 50, December 13, 2024

Rule 26-B252 - CASH AND CONSIDERATION LIMITS

252.1

The sum of all cash and other lawful consideration to be received for all sales of the securities in reliance on the exemption under this subsection shall not exceed the following amounts:

(a) $500,000, if the issuer has financial statements, including balance sheets, income statements and cash flow statement for the past three years, or as much of that time as the issuer has been in operation, that are certified by the principal executive officer to be true and complete in all material respects.

(b) $1,000,000, less the aggregate amount received for all sales of securities by the issuer within the 12 months before the first offer or sale made in reliance on the exemption under this subsection, if the issuer has undergone a financial review of the financial statements of its most recently completed fiscal year, which complies with generally accepted accounting principles.

(c) $2,000,000, less the aggregate amount received for all sales of securities by the issuer within the 12 months before the first offer or sale made in reliance on the exemption under this subsection, if the issuer has undergone an audit of the financial statements of its most recently completed fiscal year, which complies with generally accepted accounting principles.

252.2

An offer or sale to an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning 10 percent or more of the outstanding shares of any class or classes of securities of the issuer does not count toward the monetary limitation in subparagraphs 252.1(a), (b), and (c).

252.3

No offer or sale of a different class or series of security shall have been made by the issuer in reliance on the exemption under this subsection during the immediately preceding 12-month period.

D.C. Mun. Regs. tit. 26, r. 26-B252

Final Rulemaking published at 61 DCR 11203 (October 24, 2014)