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Notice Filing Under The Pennsylvania Securities Act Of 1972 Act Form. This is a Pennsylvania form and can be use in Blue Sky Department Of State.
Tags: Notice Filing Under The Pennsylvania Securities Act Of 1972 Act, E, Pennsylvania Department Of State, Blue Sky
FORM E Revised: 04/19/2018 Page | 1 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES Corporation Finance Office Market Square Plaza | 17 N Second Street, Suite 1300 | Harrisburg, PA 17101 717.787.2665 | F 717.787.5122 | www.dobs.state.pa.us FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 TO CLAIM AN EXEMPTION UNDER: SECTION 203(d) 227 223LIMITED OFFERING EXEMPTION224 SECTION 203(t) 227 223ACCREDITED INVESTOR EXEMPTION224 WHO MUST FILE: Issuers making sales of securities in Pennsylvania in reliance upon Section 203(d) (including Regulation 204.010) of the Pennsylvania Securities Act of 1972 (223Act224) and issuers making offers and sales of securities under Section (t) of the Act. WHEN AND WHERE TO FILE: Form E, together with a copy of any offering literature used in connection with such offer or sale, must be filed at the above address and approved by the Department prior to any offer or sale in this Commonwealth. Furthermore, under Regulation 604.011, a facsimile transmission of any document to the Department does not constitute a filing with the Department. GENERAL INSTRUCTIONS 1. One manually signed copy, and one photocopy of this Form, each with all attachments, shall be filed with the Department. If mailed, it is advisable to send it by registered or certified mail, postage prepaid, return receipt requested. 2. Typewrite or print all answers in the space provided. Answer each item completely. An answer of "not applicable" is inappropriate. If the space is insufficient, attach a schedule to the Form and make reference to each item included in the schedule. 3. INCORPORATION BY REFERENCE TO FORM D OF THE U.S. SECURITIES & EXCHANGE COMMISSION (223SEC FORM D224). IF THE ISSUER FILES A COMPLETE AND EXECUTED COPY OF SEC FORM D WITH THIS FORM, THE ISSUER MAY RESPOND TO CERTAIN ITEMS ON THIS FORM BY CROSS-REFERENCING TO ITEMS ON THE SEC FROM D. OPPORTUNITIES TO CROSS- REFERENCE WILL BE CLEARLY STATED IN THIS FORM. 4. This Form must be manually signed by the issuer. If the issuer is a corporation, it should be signed in the name of the corporation by an executive officer duly authorized; if a partnership, it should be signed in the name of the partnership by the general or managing partner; if a limited liability company, it should be signed by the manager; and if an unincorporated association or other organization not a partnership, this Form should be signed in the name of such organization by a person responsible for the direction or management of its affairs. American LegalNet, Inc. www.FormsWorkFlow.com FORM E Revised: 04/19/2018 Page | 2 5. In the event that, at any time from the date of the filing of the Form with the Department until the conclusion of the offering, any material statement made in the Form or in any attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall file an amendment with the Department in accordance with Regulation 609.011 (relating to amendments to filings with the Department) within 5 business days of the occurrence of the event which required the filing of such amendment. 6. In addition to Instruction 3, an issuer may incorporate by reference information contained in any document attached hereto or previously filed with the Department. Any such reference should be to the page and paragraph number or other specified portion of the document where the information is located. 7. Attach a copy of any offering circular, prospectus, memorandum, brochure, subscription agreement or other document which is proposed to be used in connection with the sale of the securities which are the subject of this filing. If the Issuer does not propose to use any such document, submit a written explanation detailing the manner in which the Issuer proposes to disclose all material facts to prospective investors in Pennsylvania. 8. The appropriate filing fee required in the Act, Section 602(b.1)(viii) or (ix), shall accompany the filing of this Form and is a condition of the availability of the exemption (see 70 P.S. 247 1-203(d)(iv), and 203(t)(iii)). Checks are to be payable to the 223Commonwealth of Pennsylvania.224 There is no provision for a refund of this filing fee (see 70 P.S. 247 1-602(b.2)). FILING FEE FOR SECTION 203(d): Offering in Pennsylvania is less than $1 million: $150 Offering in Pennsylvania is $1 million or more: $400 FILING FEE FOR SECTION 203(t): $500 9. Please remove this instruction sheet before submitting this Form. EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE PENALTIES CONTAINED IN THE ACT, AND ALL REGULATIONS ADOPTED THEREUNDER FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH THE DEPARTMENT. American LegalNet, Inc. www.FormsWorkFlow.com FORM E Revised: 04/19/2018 Page | 3 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF BANKING AND SECURITIES FILING UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 (223Act224) TO CLAIM AN EXEMPTION UNDER: (CHECK ONLY ONE) SECTION 203(d) - 223LIMITED OFFERING EXEMPTION224 (Complete Parts I, II & IV) SECTION 203(t) - 223ACCREDITED INVESTOR EXEMPTION224 (Complete Parts I, III & IV) PART I. INFORMATION ABOUT THE ISSUER (223Issuer224) 1. Legal Status of the Issuer A. Exact Name of Issuer: B. State and Date of Incorporation/ Formation: State Date 2. Addresses A. Address of Principal Office of Issuer: Number and Street City State Zip Code Telephone No. B. Address of Issuer222s primary place of business in Pennsylvania (if other than listed in (A)): Number and Street City State Zip Code Telephone No. C. Name and address of person to whom correspondence regarding this filing should be sent: Name Title Number and Street City State Zip Code Telephone No. American LegalNet, Inc. www.FormsWorkFlow.com FORM E Revised: 04/19/2018 Page | 4 D. Name and address of counsel to Issuer (if other than listed in (C)): Name Number and Street City State Zip Code Telephone No. 3. Briefly describe the business of the Issuer. Check here if responding to this item by incorporating Item 4 of the completed SEC Form D attached hereto. NOTE: If Issuer checked 223OTHER224 in any Industry Category on the SEC Form D, a description is still necessary below. 4. State the names and addresses of persons holding any of the following positions with the Issuer: A. If a Partnership, provide the name and address of the General or Managing Partner B. If a Limited Liability Company, provide the name and address of the Manager C. If a Corporation, provide the name and address of: i. The President ii. Chief Executive Officer iii. Chief Operating Officer iv. Chief Financial Officer v. Director who owns 5% or more of any class of voting equity securities of the Issuer (exclusive of any beneficial interest in a voting shareholder which is an institutional investor as defined in Section 102(k) of the Act and Regulation 102.111) D. Any Promoter as defined in Section 102(o) of the Act 5. Indicate if any person described in Item 4 is currently registered as an agent under Section 301 of the Act, or as a principal of a broker-dealer registered under Section 301 of the Act. American LegalNet, Inc. www.FormsWorkFlow.com FORM E Revised: 04/19/2018 Page | 5 NO YES If YES, provide the individual222s name, employer and Central Registration Depository number. 6. Indicate if any person described in Item 4 has been the subject of a Department order issued under Section 512 (Statutory Bars) or Section 513 (Rescission Orders) of the Act, or an order of a court of competent jurisdiction under Section 509(c) of the Act (Civil Contempt). NO YES If YES, describe fully. 7. Description of securities to be sold A. Describe type of security proposed to be sold. Check here if responding to this item by incorporating Item 9 of the completed SEC Form D attached hereto. B. Indicate the price per unit C. Indicate the expected net proceeds to the Issuer D. Indicate the aggregate offering amount. Check here if responding to this item by incorporating Item 13 of the completed SEC Form D attached hereto. E. Indicate the amount to be offered in Pennsylvania 8. Use of Proceeds Describe in d