§ 11-51-302 — General registration provisions

(1) A registration statement may
be filed by the issuer, any other person on whose behalf the offering is to be made,
or a broker-dealer licensed or exempt under this article.

(2) Every registration statement filed under section 11-51-303 or 11-51-304
shall be accompanied by a registration fee, which shall be determined and
collected pursuant to section 11-51-707.

(3) Any document or portion thereof filed with the securities commissioner
under this article or a predecessor law within five years preceding the filing of a
registration statement may be incorporated by reference in a registration
statement to the extent that such document or portion thereof is accurate at the
time of such incorporation by reference.

(4) The securities commissioner may, by rule or order, permit the omission of
any item of information or document from any registration statement.

(5) The securities commissioner may, by rule or order, require as a condition
of registration under section 11-51-304 that the proceeds from the sale of the
registered security be held in escrow until the issuer receives a specified amount.
The securities commissioner may, by rule or order, determine the conditions of any
escrow required under this subsection (5), but the securities commissioner may not
reject a depository solely because of its location in another state. Improper release
by a depository of such escrow in violation of this subsection (5) is punishable
pursuant to section 11-51-603 (2).

(6) (a) In the case of any offering registered under section 11-51-303 or 11-51-304 where less than seventy-five percent of the net proceeds from the sale of the
registered securities are committed for use in one or more specific lines of
business, eighty percent of the net proceeds received by the issuer shall be placed
into escrow until:

(I) The completion of a transaction or series of transactions whereby at least
fifty percent of the gross proceeds received from the sale of registered securities
(including any amounts actually received by the issuer upon exercise of registered
warrants or rights to purchase or subscribe to another security) are committed for
use in one or more specific lines of business; and

(II) The lapse of no more than ten days after receipt by the securities
commissioner of notice of the proposed release of funds from such escrow.

(b) Such notice must contain the information and be in the form the
securities commissioner by rule requires. If an escrow is released and warrants or
rights which were once registered remain outstanding, then this subsection (6) shall
apply separately to the proceeds from any subsequent exercise of such warrants or
rights. Proceeds received from the exercise of such warrants or rights shall then be
subject to release upon the conditions stated in this subsection (6), and this
subsection (6) shall then each time apply separately with respect to proceeds from
the exercise of warrants or rights which were once registered and still remain
outstanding. The securities commissioner may, by rule or order, determine the
conditions of any escrow required under this subsection (6), but the securities
commissioner may not reject a depository solely because of its location in another
state. Improper release by a depository of such escrow in violation of this
subsection (6) is punishable pursuant to section 11-51-603 (2). The securities
commissioner may, by rule or order, waive the requirements of this subsection (6), in
whole or in part, with respect to any class of registrations or any specific
registration if the securities commissioner finds that such waiver is in the public
interest and that compliance with the requirements of this subsection (6) is not
necessary for the protection of investors.

(7) (a) A registration statement filed and effective under section 11-51-303 is
effective for one year after its effective date and thereafter is effective during the
period or periods, but only those periods, when the prospectus contained in the
registration statement filed under the federal Securities Act of 1933, as amended,
meets the requirements of section 10 (a) of the federal Securities Act of 1933, as
amended, 15 U.S.C. sec. 77j (a).

(b) Repealed.

(c) A registration statement filed and effective under section 11-51-304 is
effective for one year after its effective date unless the securities commissioner by
rule or order extends the period of effectiveness.

(d) A registration statement effective under section 11-51-303 or 11-51-304
may be terminated or withdrawn upon the request of the issuer or the person who
filed the registration statement and with the consent of the securities
commissioner.

(e) All outstanding securities of the same class as a registered security are
considered to be registered for the purpose of a nonissuer transaction or series of
transactions while the registration statement is effective.

(8) So long as a registration statement under section 11-51-304 is effective,
the securities commissioner may, by rule or order, require the person who filed the
registration statement to file reports, not more often than quarterly, to keep
reasonably current the information contained in the registration statement and to
disclose the progress of the offering.

(9) A registration statement under section 11-51-303 or 11-51-304 may be
amended after its effective date so as to increase the quantity of securities
specified as being offered. Every person filing such an amendment shall pay a
registration fee, which shall be determined and collected pursuant to section 11-51-707, with respect to the additional securities being registered. Such an amendment
becomes effective when the securities commissioner so orders. If the additional
securities being registered have been sold before such amendment is filed and the
person filing the amendment provides such information as the securities
commissioner may request to show that the failure to register the additional
securities prior to their sale was in good faith and not for the purpose of avoiding
compliance with this article, the securities commissioner may by order provide that
the effectiveness of the amendment shall relate back to the first date of sale of the
additional securities.

Legislative History

Source: L. 90: Entire article R&RE, p. 707, � 1, effective July 1. L. 94: (7) amended, p. 1838, � 1, effective July 1. L. 2018: (7)(a) amended and (7)(b) repealed, (HB 18-1388), ch. 280, p. 1755, � 2, effective August 8.