exemption cannot be used if the issuer is relying on
Rule 505 or
Rule 506 of
the Securities Act of 1933.
issuer must make five (5) or fewer sales of securities
in the State of New Hampshire during any period of 12
consecutive months. If the issuer is located in New
Hampshire, any sale of security including those sales
to investors not located in New Hampshire, must be
counted toward the five sales.
filing must be made with the Bureau at least ten (10)
business days prior to any sale of
security (see below for filing requirements), but may
be longer should the Bureau comment on the filing and
documents therein. Not until the issuer obtains
clearance from the Bureau and the ten business days
has expired may the initial sale be made.
INITIAL FILING REQUIREMENTS
The following documents must be
submitted to the Bureau:
filing fee, check (certified or otherwise) made
payable to the State of New Hampshire.
Form U-2a ,
if a corporation.
New Hampshire legend, as required by
NH RSA 421-B:20, II, must be
placed within the first five pages of the Private
Placement Memorandum or equivalent document and must
Neither the fact that a registration statement or
an application for a license has been filed under
this chapter with the State of New Hampshire nor
the fact that a security is effectively registered
or a person is licensed in the State of New
Hampshire constitutes a finding by the Secretary
of State that any document filed under RSA 421-B
is true, complete and not misleading. Neither any
such fact nor the fact that an exemption is
available for a security or a transaction means
that the secretary of state has passed in any way
upon the merits or qualifications of or
recommended or given approval to any person,
security or transaction. It is unlawful to make,
or cause to be made, to any prospective purchaser,
customer, or client any representation
inconsistent with the provisions of this
Investment Package, including all
offering circulars, private placement memorandum (PPM),
investor questionnaire, subscription agreements,
and all other exhibits.
If the issuer has been in operation for at least one
year, a copy of the financial statements which
are no more than 120 days old. Such financial
statements must be either audited or certified
and attested by the person responsible for its
Statement of issuer, which includes the following
information, in a cover letter, supplement to
the offering document, or other form:
and address of issuer, and the date and state of its
number of units, price per unit, and description of the
securities to be sold.
amount of commissions to be paid and the person to whom
they will be paid.
names of all officers, directors, and persons owning
five (5) percent or more of the
equity of the issuer.
brief description of the intended use of proceeds.
description of all sales of securities made by the
issuer within the 12-month period
preceding the date of filing.
issuer must report the number of sales and amount to
the Bureau within 60 days of terminating the offering
or, if a continuous offering, the report must be made
person who is responsible for distributing the
securities on the issuer's behalf must determine
whether he/she needs to be licensed or authorized to
offer or sell the securities, or exempt therefrom. See
RSA 421-B:2,II and
RSA 421-B:6,I. (See
issuer must file any material amendments to its
is no annual renewal filing or fee.