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Existing Security Holders Plus 25 Other Persons

Statute:  § 551.203, Wis. Stats.

Administrative Code: § DFI-Sec 2.02(9)(c), Wis. Adm. Code.

Used for: Any transaction pursuant to an offer to existing security holders of the issuer and to not more than 25 other persons in Wisconsin less the number of persons in Wisconsin with whom the issuer has effected any transactions during the 12 months preceding the offer pursuant to §§  551.202(14) or (24), Wis. Stats.

Note: No commission or other remuneration, other than a standby commission to a licensed broker­dealer, may be paid for soliciting.

Filing requirement: Notice Filing, as set forth at § DFI-Sec 2.03, Wis. Adm. Code.

  • Filing fee: $200, as set forth at § DFI-Sec 7.01(2)(b), Wis. Adm. Code made payable to Wisconsin DFI-Division of Securities.
  • Form required: There is no required form. File a cover letter (including the fee) at least ten days prior to the offering in this state, referencing the statute or rule section under which the notice is filed.
  • Exhibits required: A copy of the prospectus, offering document, all other material to be delivered to offerees in connection with the transaction, and all other information the Division may require after the filing. If advertising is published or circulated in connection with the transactions or the securities underlying the transactions for which this exemption is claimed, it must be filed with the Division and may not be used unless and until the Division has allowed its use, unless exempt from this requirement under § DFI-Sec 7.02(1), Wis. Adm. Code.
  • Review time: Ten calendar days, unless extended pursuant to § DFI-Sec 2.03(2), Wis. Adm. Code.

Frequently asked questions :

Q: Is this exemption self-executing?

    A:  No.  A notice filing is required.

Q: What is a "standby commission"?

    A. A standby commission is remuneration paid to a licensed broker-dealer in return for the broker-dealer's commitment to purchase an issuer's securities in the event that not all of the securities are purchased by the issuer's security holders.

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