Rule 1-14-2-2.31 - Notice Filings for Regulation A Tier 2 OfferingsThe following provisions apply to offerings made under Tier 2 of Federal Regulation A and Section 18(b)(4) of the Securities Act of 1933:
A.Initial filing:1. An issuer that has sold securities in this state in an offering exempt under Tier 2 of SEC Regulation A, 17 C.F.R. §§ 230.251 to 230.263, shall submit to the Division no later than fifteen (15) days after the first sale of such security in this state the following:a. A completed Regulation A Tier 2 notice filing form or copies of all documents filed with the SEC;b. A consent to service of process on Form U-2 if not filing on the Regulation A Tier 2 notice filing form;c. The filing fee prescribed by Section 75-71-310(b) of the Act; andd. Any late fee (if applicable) as set forth in Section 75-71-310(b) of the Act.2. The initial notice filing is effective for the twelve (12) months from the date of the filing with the Division.B.Renewal. For each additional twelve (12) month period in which the same offering is continued, an issuer conducting a Tier 2 offering under Federal Regulation A may renew its notice filing by filing with the Division on or before the expiration of the notice filing the Regulation A Tier 2 notice filing form marked "renewal" and/or a cover letter requesting renewal along with the fee as set forth in Section 75-71-310(d) of the Act.C.Amendment. An issuer may increase the amount of securities offered in this state by submitting to the Division a Regulation A Tier 2 notice filing form marked "amendment" or other document describing the transaction.D.Termination. Whenever an offering of securities under Section 75-71-302(e) 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.E. All filings or submissions under this Rule may be made electronically through a portal approved by the Division.1 Miss. Code. R. 14-2-2.31
Miss Code Ann. §§ 75-71-302(e), -307, -310(b), -310(d), -605 (2020).