N.M. Code R. § 12.11.12.8

Current through Register Vol. 35, No. 11, June 11, 2024

Section 12.11.12.8 - SECTION 58-13C-202A - ISOLATED NON-ISSUER TRANSACTIONS

A. An "isolated non-issuer transaction" pursuant to Section 58-13C-202 A shall mean an offer or sale of a security that meets both of the following conditions:

(1) no 12-month period in which the date of the sale can be included contains more than three sales of the security in New Mexico by the seller or affiliates, and

(2) no person offers or sells the security by means of a general solicitation, except as permitted under Subsection C of this section.

B. For purposes of this section, a husband and wife shall be considered as one purchaser. A corporation, partnership, limited liability company, association, joint stock company, trust or unincorporated organization shall be considered as one purchaser unless the entity was organized for the purpose of acquiring the purchased securities. If the entity was organized for the purpose of acquiring the purchased securities, each beneficial owner of equity interest or equity securities in the entity shall be considered a separate purchaser.

C. For purposes of this section, if an offer or sale is conducted through an issuer-controlled trading system maintained in an electronic form or another form for the purpose of facilitating trades of that issuer's securities between nonissuers, the offer or sale shall not be considered to have been made by general solicitation.

N.M. Code R. § 12.11.12.8

12.11.12.8 NMAC - Rp, 12.11.12.8 NMAC, 1-1-2010