Rule 1-14-2-2.29 - Notice Filings for Rule 506 OfferingsA.Electronic filing.All filings or submissions under this Rule shall be made electronically through a state portal approved by the Division.
B.Initial. An issuer offering a security that is a covered security under Section 18(b)(4)(E) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4)(E), must submit to the Division or its designee, no later than fifteen (15) days after the first sale of such federal covered security in this state unless the end of that period falls on a Saturday, Sunday, or state or federal holiday, in which case the due date would be the first business day following, a conformed copy of an electronically filed SEC Form D as filed with the SEC in the version of that form accepted at the time of filing by the SEC for filings made pursuant to Rule 506 of SEC Regulation D, 17 C.F.R. § 230.506, the fee set forth in Section 75-71-310(b) of the Act and Rule 4.01(B)(1) and any late fee (if applicable) as set forth in Section 75-71-310(b) of the Act and Rule 4.01(B)(2). If the offering includes multiple issuers filing on the same Form D, a separate fee shall be paid for each issuer issuing securities in this state.C.Renewal. When an offering is not completed within twelve (12) months of the date of initial notice filing, a sales report and nonrefundable renewal fee as set forth in Section 75-71-310(d) of the Act and Rule 4.01(B)(3) must be submitted to the Division. The sales report must include: (1) the name of the issuer,(2) a description of the securities filed in this state, and(3) the aggregate amount of securities sold in this state.D.Termination. Whenever an offering of securities under Section 75-71-302(c) of the Act has been completed or is terminated, notice of termination of the offering and the fee set forth in Section 75-71-310(e) of the Act shall be filed within sixty (60) days of completion. The notice of termination shall state: (1) the name of the issuer,(2) a description of the securities filed in Mississippi,(3) the aggregate amount of securities sold in this state, and(4) the date the offering was completed.1 Miss. Code. R. 14-2-2.29
Miss. Code Ann. §§ 75-71-302(c), -307, -310(b), -310(d) (2020).