3 Colo. Code Regs. § 704-1-51-3.22
Current through Register Vol. 47, No. 20, October 25, 2024
Section 3 CCR 704-1-51-3.22 - Crowdfunding - Disclosure DocumentA. Not fewer than ten days before commencing an offering pursuant to the exemption from registration provided in the Colorado Crowdfunding Act, and to comply with section 11-51-308.5(3)(a)(IV)(C), the issuer of securities shall timely file with the Securities Commissioner a completed Form CF-2 together with the escrow agreement required to be filed with the Securities Commissioner pursuant to section 11-51-308.5(3)(a)(IV)(D). Before commencement of any offering pursuant to the Colorado Crowdfunding Act, the issuer shall also provide a completed Form CF-2 to the broker-dealer, sales representative, or on-line intermediary through which the offering pursuant to the Colorado Crowdfunding Act is being conducted, and provide a copy of the filed Form CF-2 to each offeree at the time the offer of securities is made. The issuer can comply with section 11-51-308.5(3)(a)(X) by ensuring that the broker-dealer, sales representative, or online intermediary provides a copy of the filed Form CF-2 to each offeree.B. Utilizing Form CF-2 to conduct an offering pursuant to the Colorado Crowdfunding Act through a broker-dealer, sales representative, or on-line intermediary shall not relieve the issuer of its obligation to provide full and fair disclosure to investors of all material facts relating to the issuer and the securities being offered as required by section 11-51-501(1).C. If the offering is for more than $1 million, the Form CF-2 must include the issuer's financial statements for its most recently completed fiscal year which have been reviewed by a certified public accountant licensed to practice accountancy within the state of Colorado. If the end of the most recently completed fiscal year of an issuer subject to this subsection is of a date that is more than four months before the commencement of the offering pursuant to the Colorado Crowdfunding Act, interim financial statements, which must be reviewed by the same certified public accountant that performed the audit, as of a date within four months of the commencement of the offering must be included. No issuer subject to this subsection may complete the sale of any securities pursuant to the Colorado Crowdfunding Act if the most recently audited or reviewed financial statements are for a period ending more than twelve months before the completion of the sale.D. Within five (5) business days of any material change, addition, or update, an issuer shall file with the Commissioner, and provide to the broker-dealer, sales representative, or on-line intermediary and to all other holders of the issuer's securities an amendment to the disclosure document to disclose any material changes, additions, or updates to information that it provided to investors if the offering has not yet been completed or terminated.E. An issuer must disclose to the Commissioner and (through the broker-dealer, sales representative, or on-line intermediary) to offerees and (directly by the issuer) to all other holders of its securities its progress in meeting the target offering amount no later than five (5) business days after the issuer reaches the minimum and maximum target offering amount, and after the date the offering proceeds are released from any escrow, or upon termination of the offering being conducted pursuant to the Colorado Crowdfunding Act when the offering is not completed and the offering proceeds are returned to the offerees who subscribed to purchase the securities in accordance with the escrow agreement.38 CR 01, January 10, 2015, effective 1/30/201538 CR 08, April 25, 2015, effective 6/1/201538 CR 18, September 25, 2015, effective 10/15/201539 CR 01, January 10, 2016, effective 1/30/201640 CR 01, January 10, 2017, effective 1/30/201740 CR 12, June 25, 2017, effective 7/15/201741 CR 13, July 10, 2018, effective 7/31/201843 CR 05, March 10, 2020, effective 3/30/202046 CR 05, March 10, 2023, effective 3/30/2023