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(b) If an offering is registered under 3 AAC 08.504, written disclosures must be provided in connection with all offers and sales as required under (a)(2) of that section.
(c) If an offering is registered under 3 AAC 08.505, the offeror must provide full and adequate disclosure of all matters material to an understanding of the issuer, the issuer's business, and the securities being offered. Disclosures must
(1) provide each prospective purchaser with at least the type of information and documentation required by 17 C.F.R. 230.502(b)(2); for purposes of this paragraph, 17 C.F.R. 230.502(b)(2), as revised as of October 1, 1999, is adopted by reference;
(2) include a procedure for a prospective purchaser to ask questions and receive answers concerning the terms of the offering and to obtain any additional information that
(A) the issuer possesses or can acquire through reasonable effort or expense; and
(B) is necessary to verify the accuracy of information provided under this section; and
(3) include a procedure for a prospective purchaser who is not an accredited investor to obtain a brief written description of any written information concerning the offering that is provided by the issuer to any accredited investor; failure by a purchaser to request the information does not constitute a waiver of the issuer's statutory obligation to provide full and complete disclosure; for purposes of this paragraph, a prospective purchaser includes a permitted Alaska purchaser.
(d) Notwithstanding (c) of this section, if an offering is registered under 3 AAC 08.505 and is restricted to accredited investors, full and adequate disclosure of material items does not require disclosure of specific information or a specific method of providing disclosure.
(e) A disclosure required by this section must be provided to a person before that person purchases the securities.
(f) If written information is provided to a prospective permitted Alaska purchaser, the offering materials must contain the following legend, which must be set out in a prominent place:
"IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
"THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
"THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME."
History: Eff. 4/19/2000, Register 154
Authority: AS 45.55.110
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Last modified 7/05/2006