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Contact: Christopher German, Senior Staff Attorney
Order Curing Late Notice for Federal Covered Securities
March 18, 2021 (LINCOLN, NE) - The Nebraska Department of Banking and Finance (NDBF) is providing the following notice regarding Form D, Regulation 506 filings for federal covered securities. Effective March 18, 2021, LB 363 (2021) amended Section 8-1108.02 of the Securities Act of Nebraska (“the Act”) to allow late Form D filings to be cured.
The Act requires that issuers using Regulation D must file a Form D with the Department no later than fifteen days after the first sale in Nebraska. However, Section 8-1108.02 now provides the late filing of the Form D may be cured by an order issued by the Director at the Director’s discretion and payment of a $200 late fee. As NDBF adopts rules to implement Section 8-1108.02, a filer will need to submit a payment of the $200 late fee and a written request signed and dated by an officer, director, general partner, managing member or legal counsel of the seller and containing the information outlined in 48 NAC 19.003. Filers submitting electronic filings through the North American Securities Administrators Association’s Electronic Filing Depository will be charged the late fee automatically at the time of filing. The written request may be submitted to the Department via email.
Previously, a late filing under Section 8-1108.02 could not be cured and the filer had to either register the securities or withdraw their filing and qualify for a different applicable exemption within the Act. The implementation of a curative order for late filings of federal covered securities is consistent with the ability to cure late notices available under other exemptions in the Act.
Additional information about the filing requirement for Regulation D offerings is available at NDBF’s website at https://ndbf.nebraska.gov/industries/securities/filing-requirements-regulation-d-offerings. If you have questions, please call NDBF at 402-471-2171.