Section 2.028. Wisconsin issuer registration exemption by filing.

  If all of the following conditions are met, other than any condition or conditions waived by the division upon a showing of good cause, a transaction registration exemption is available under s. 551.203 , Stats., for any offer or sale for cash of the equity securities of an issuer having, both before and upon completion of the offering, its principal office and a majority of the full-time employees located in this state:

(1)  The securities are sold to not more than 100 persons in this state, excluding:

(a) Persons described in s. 551.102 (11) , Stats., and rules thereunder, and in s. 551.202 (13) (am) , Stats.;

(b) Members of the immediate family of an executive officer or director of the issuer who have the same permanent residence as the officer or director.

(2)  No commission or other remuneration is paid or given, directly or indirectly, for soliciting or selling to any person in this state in reliance on the exemption in this section except to broker-dealers and agents registered in this state.

(3)  Neither the issuer, its officers, directors, general partners, controlling persons or affiliates, nor any broker-dealer or agent offering or selling the securities is or would be disqualified under s. DFI-Sec 2.029 (3) .

(4)  The aggregate offering price of the securities sold in the offering to persons in Wisconsin pursuant to this exemption does not exceed $5,000,000, provided that the issuer has not made other offerings in Wisconsin pursuant to this exemption that would meet the criteria for being integrated with the offering under Rule 502 (a) of Regulation D under the securities act of 1933.

(5)  The duration of the offering period shall not exceed one year, although the issuer may extend the offering for up to an additional one year by filing amended and updated disclosure materials, together with any advertising, with the division in conformance with the requirements of sub. (8) . If the disclosure materials provide that a minimum dollar amount of offering subscriptions must be received before the issuer may utilize any of the proceeds, all subscriptions shall be held by a financial institution under an impounding agreement until the required minimum subscription level is reached.

(6)  The issuer reasonably believes that all sales made pursuant to this exemption are suitable for the purchaser and that the purchaser either alone or with the purchaser's representative has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment.

(7)  An offering document is delivered to each purchaser prior to the sale of the securities that meets one of the following requirements:

(a) For offerings by a corporate issuer, an offering document that complies with the North American Securities Administrators Association, Inc. Form U-7 Small Corporate Offering Registration and Prospectus Disclosure Form, except that the financial statements may be either audited or reviewed; or

(b) For offerings by any type of issuer, an offering document that complies with the disclosure requirements of rule 502 (b) (2) of Regulation D under the securities act of 1933.

(8)  The issuer or applicant files with the division:

(a) The offering document to be used in connection with the offer and sale of the securities, not later than the date of the first use of the document in this state, together with a fee of $200; and

(b) A letter specifying how the requirements for use of this exemption contained in the introduction and in subs. (1) to (7) are met or will be met; and

(c) A copy of all advertising, other than the offering document and except for solicitation of interest materials previously filed pursuant to s. DFI-Sec 2.027 , to be used in connection with the offer and sale of the securities, not later than the date of its first use in this state, and a copy of all material amendments to the offering document, not later than the date of first use of each material amendment in this state.

Cr. Register, March, 1986, No. 363 , eff. 4-1-86; r. and recr. Register, December, 1990, No. 420 , eff. 1-1-91; am. (3) and (4), Register, December, 1991, No. 432 , eff. 1-1-92 ; am. (intro.), renum. (6) to (8) to be (7) to (9), cr. (6), Register, December, 1994, No. 468 , eff. 1-1-95; am. (1) (intro.), (4), r. (5), renum. (6) to (9) to be (5) to (8) and am. (7) (a), (8) (b) is renumbered to (8) (c) and amended, cr. (8) (b), Register, December, 1995, No. 480 , eff. 1-1-96; correction in (5) made under s. 13.93 (2m) (b) 7., Stats., Register, November, 1996, No. 491 ; renum. from SEC 2.027, r. (1) (b), renum. (1) (c) to be (1) (b), Register, December, 1996, No. 492 , eff. 1-1-97; CR 01-083 : am. (4), Register December 2001 No. 552 , eff. 1-1-02; CR 08-077 : am. (intro.), (1) (a), (2) and (3) Register December 2008 No. 636 , eff. 1-1-09; correction in (1) (a) made under s. 13.92 (4) (b) 7., Stats., Register February 2009 No. 638 ; CR 10-062 : am. (intro.) Register September 2010 No. 657 , eff. 10-1-10 .