Rule 1-14-2-2.33 - Notice Filings for Title III Federal Crowdfunding OfferingsThe following provisions apply to offerings made under federal Regulation Crowdfunding, 17 C.F.R. pt. 227, and Section 18(b)(4) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4):
A.Initial filing:1. An issuer that offers and sells securities in this state in an offering exempt under federal Regulation Crowdfunding shall file the following with the Division:a. A completed Uniform Notice of Federal Crowdfunding Offering form (Form U-CF) 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 Form U-CF;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 74-71-310(b) of the Act.2. If the issuer has its principal place of business in this state, the filing required under Subsection (A) of this Rule shall be filed with the Division within fifteen days of when the issuer makes its initial Form C filing concerning the offering within the SEC. If the issuer does not have its principal place of business in this state but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required under Subsection (A) of this Rule shall be filed with the Division when the issuer becomes aware that such purchases have met this threshold and in no event later than fifteen (15) days from the date of completion of the offering.3. The initial notice filing is effective for 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 an offering under federal Regulation Crowdfunding may renew its notice filing by filing with the Division on or before the expiration of the notice filing a completed Uniform Notice of Federal Crowdfunding Offering 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 completed Uniform Notice of Federal Crowdfunding Offering 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. 14-2-2.33
Miss Code Ann. §§ 75-71-302(e), -307, -310(b), -310(d), -605 (2020).