Nev. Admin. Code § 90.518

Current through December 12, 2024

Section 90.518 - Nonissuer transaction by sales representative licensed in State: Security of no more than $100,000 held by shareholder for 12-month period

1. A nonissuer transaction by a sales representative licensed in this State of an outstanding security of no more than $100,000 which was held by a shareholder for any 12-month period is exempt from the registration requirements of NRS 90.460, if:

(a) The security is sold at a price reasonably related to the current market price of the security at the time of the transaction;

(b) The security does not constitute all or part of an unsold allotment to, or subscription or participation by, a broker-dealer who is an underwriter of the security;

(c) The issuer of the security has been in continuous operation for at least 5 years before the resale of the security;

(d) The issuer of the security has not undergone a major reorganization, merger or acquisition during the 120 days preceding the transaction which is not disclosed by the sales representative;

(e) The issuer of the security is not in bankruptcy or in receivership at the time of the offer or sale of the security; and

(f) The security has been, except as otherwise provided in subsection 2, outstanding for at least 2 years before the resale of the security and:

(1) Was part of an initial public offering which was registered in any state as a Small Corporate Offering Registration using the Uniform Limited Offering Circular (Form U-7), as adopted by the North American Securities Administrators Association; or

(2) Was registered for sale in any state as a Regulation A filing with the Securities and Exchange Commission.

2. In the case of an insider, promoter or control person of the issuer or an affiliate of such an insider, promoter or control person, the security must have been held for at least 3 years before the resale of the security.

3. An exemption provided by this section is available if, preceding the initial use of the exemption, the person claiming the exemption:

(a) Pays a fee of $300 to the Administrator; and

(b) Files a Claim of Exemption From Securities Registration (Nevada Form N-9) with the Administrator.

Nev. Admin. Code § 90.518

Added to NAC by Sec'y of State, eff. 11-19-92; A by R047-04, 5-25-2004

NRS 90.540, 90.750