General Rules and Regulations
Securities Act of 1933
Rule 1001 -- Exemption for Transactions Exempt from Qualification Under Sec. 25102(n) of the California Corporations Code
Nothing in this section is intended to be
or should be construed as in any way relieving issuers or persons acting on behalf
of issuers from providing disclosure to prospective investors necessary to satisfy
the antifraud provisions of the federal securities laws. This section only provides
an exemption from the registration requirements of the Securities Act of 1933 ("the
Nothing in this section obviates the need
to comply with any applicable state law relating to the offer and sales of securities.
Attempted compliance with this section does
not act as an exclusive election; the issuer also can claim the availability of any
other application exemption.
This exemption is not available to any issuer
for any transaction which, while in technical compliance with the provision of this
section, is part of a plan or scheme to evade the registration provisions of the
Act. In such cases, registration under the Act is required.
Exemption.Offers and sales of securities that
satisfy the conditions of paragraph (n) of Sec. 25102 of the California Corporations
Code, and paragraph (b) of this section, shall be exempt from the provisions of Section 5 of the Securities Act of 1933 by virtue of
Section 3(b) of that Act.
Limitation of and computation of offering price.The sum of all cash and other consideration to be received for the securities shall
not exceed $5,000,000, less the aggregate offering price for all other securities
sold in the same offering of securities, whether pursuant to this or another exemption.
Resale limitations.Securities issued
pursuant to this rule are deemed to be "restricted securities" as defined
in Securities Act Rule 144. Resales of such
securities must be made in compliance with the registration requirements of the Act
or an exemption therefrom.
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