How to comply with state-level securities laws for a Title III Offering?

Filed under

For offerings conducted under Securities Act Section 4(a)(6) (i.e., the “crowdfunding” exemption), the JOBS Act amended Section 18(b)(4) of the Securities Act to add to the list of covered securities for which preemption applies, securities that are the subject of crowdfunding offerings exempt under Section 4(a)(6) of the Securities Act.  At the federal level, the issuer will file a Form C with the SEC.

For state-level compliance, in Texas at least, under Texas Administrative Code Section 114.4, an issuer of a federal covered security must file page 1 of Form U-1, Uniform Application to Register Securities, with items 1-6 completed, or a document providing substantially the same information, and pay a required fees associated with the filing.  I am going to contact the Securities Board to confirm, but Rule 114.4(b) provides for the “special circumstances” applicable to offerings under Rule 506.  This rule allows for the POST-SALE filing.

UPDATE: The filing of the Form C for federal compliance is a pre-sale filing, so in all likelihood, the pre-sale filing of the Form C with the TSSB will constitute “a document providing substantially the same information” as the Form U-1.