Notice Filing
An issuer conducting a Regulation A Tier 2 offering shall submit the following prior to the initial offer or sale in this state:
- A completed Uniform Notice of Regulation A – Tier 2 Offering form, or copies of all documents filed with the SEC
- A consent to service of process on Form U-2 if not filing the Uniform Notice
- A non-refundable fee of $200
When to File
A notice filing must be made prior to (i.e. at least one day before) the first offer or sale in Nebraska. Pursuant to Section 8-1120, the filing date of a document is the date when received by the Department, not the date that the notice is mailed. It is the issuer’s responsibility to insure that the Department has received the notice prior to making sales in Nebraska.
Late Filings with Nebraska
A notice filing filed after the date of the offer sales described above will void the exemption in Nebraska.
Renewals and Amendments
Any amendment filed with the SEC should also be filed with the Department. For each additional twelve-month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew the unsold portion of its notice by filing the information above with the form marked “renewal” or by including a cover letter requesting renewal. A filing fee of $200 is due at time of renewal.
Method of Sales
All sales of securities pursuant to Regulation A, Tier 2 must be must be effected through a Nebraska-registered agent of a Nebraska-registered broker-dealer, except that this requirement does not apply if no commission or other remuneration is paid directly or indirectly for soliciting any prospective buyer.
