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Midwest Regional Review Program |
Coordinated regional review is available to issuers that desire to offer their equity securities in at least two of the ten Midwestern states, as specified herein, if the issuers comply with the North American Securities Administrators Association ("NASAA") Statement of Policy Regarding Small Company Registration. Participating states are Illinois, Indiana, Iowa, Kansas, Michigan, Missouri, Nebraska, North Dakota, South Dakota, and Wisconsin. If an issuer qualifies for an exemption from registration in a state, the issuer would not be precluded from using the program for registration in any or all of the other states. In addition, offering documents that comply with the forms of disclosure permitted by SEC Regulation A shall also be allowed under Coordinated Midwest Regional Review. A qualifying offering will be exempted from the application of "merit" or "fair and equitable" standards by the states in which the issuer files for coordinated review.
After an application has been received, the state that has been assigned the application for coordinated review (the "lead state"), will contact the issuer with any comments.
- Only equity offerings not exceeding $5 million, consisting of common stock, preferred stock, membership interests, or units consisting of equity securities and warrants to purchase equity securities, will be considered for coordinated review.
- The Company issuing securities in connection with SEC Regulation A or Regulation D Rule 504 must comply with the requirements of the NASAA Statement of Policy Regarding Small Company Registration.
- If the proposed business of the company requires a minimum amount of proceeds to commence, or to proceed with the business in the manner proposed, there shall be established an escrow account with a bank or savings and loan association or other similar depository institution acting as independent escrow agent with which shall be immediately deposited all proceeds received from investors until the minimum amount of proceeds has been raised.
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