Current through January 8, 2025
Section 0780-04-02-.18 - TIER 2 OF REGULATION A SECONDARY SALES EXEMPTION(1) By the authority delegated to the commissioner in T.C.A. §§ 48-1-103(b)(11) and 48-1-116, the following transactions are determined to be exempt from the requirements of T.C.A. § 48-1-104:(2) Any non-issuer transaction by a registered agent of a registered broker-dealer in a security of a class that has been outstanding in the hands of the public for at least 90 days by an issuer that previously sold securities in an offering qualified under Tier 2 of Regulation A, codified at 17 CFR § 230.251et seq., provided that at the time of the transaction: (a) The issuer is subject to and current in its ongoing reporting requirements under 17 CFR § 230.257(b);(b) The issuer of the security is actually engaged in business and not in the organizational stage or in bankruptcy or receivership and is not a blank check, blind pool or shell company whose primary plan of business is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person or persons;(c) The security is sold at a price reasonably related to the current market price of the security;(d) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security; and(e) The issuer of the security has a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934, or designated for trading on the National Association of Securities Dealers Automated Quotation System (NASDAQ), unless:1. The issuer of the security has been engaged in continuous business (including predecessors) for at least three years, or2. The issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months or, in the case of a reorganization or merger where parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet.Tenn. Comp. R. & Regs. 0780-04-02-.18
Original rule filed September 30, 2019; effective 12/29/2019.Authority: T.C.A. §§ 48-1-103(b), 48-1-104, and 48-1-116.