The offering and sale of the offered securities are being made pursuant to exemptions from the registration requirements of 1933 Act
and only accredited investors, as defined in Rule 501 of Regulation D under the 1933 Act
, will be eligible to participate in this offering.
The securities of Graphene Lighting PLC to be issued in connection with the Financing have not been registered under the 1933 Act
and may not be offered or sold in the United States (or to a U.
That section states that the Commission [SEC] shall treat as an exempt security under Section 3(a)(8) of the 1933 act
"any insurance or endowment policy or annuity contract or optional annuity contract" that isn't a variable contract and that, if issued on or after June 16, 2013, is issued by an insurer that has adopted suitability rules at least as stringent at the NAIC Suitability in Annuity Transaction Model Reg #275 of 2010 and any successor thereto.
And finally, going public brings a significant risk of potential personal liability, as those who sign an IPO company's Registration Statement can face liability under Section 11 of the 1933 Act
if something goes wrong with the IPO and stockholders sue, or liability under Section 10(b) of the 1933 Act
, if the company later misses a quarter, its stock drops precipitously, and stockholders sue.
persons (as such terms are defined in Regulation S under the 1933 Act
), unless registered under the 1933 Act
and applicable state securities laws, or unless an exemption from the registration requirements is available.
Weaver,5 the Supreme Court set forth the analytical framework for determining whether a CD would be considered a "security" under the 1933 Act
persons", as such term is defined in Regulation S promulgated under the 1933 Act
, absent registration or an applicable exemption from the registration requirements of the 1933 Act
and applicable state securities laws.
1) Under Section 4 of Securities Act of 1933 (the "1933 Act
") (2) or Regulation D, (3) promulgated under the 1933 Act
, certain securities offerings are exempt from registration requirements, so long as certain offering conditions are met.
But the 1933 Act
also requires registration of subsequent offerings by companies that are already publicly traded.
But recent developments have raised some doubt as to whether all paper issued by ag co-ops is, in fact, entirely exempt from the 1933 act
or the blue sky laws.
The report also recommended that, because the 1933 act
reporting requirements were more comprehensive than those of the Securities Exchange Act of 1934, the earlier requirements be used for all filings.
Such ownership interests will, however, be considered securities for the purposes of the anti-fraud provisions found in Section 17 of the 1933 act
and Section 10 of the 1934 act.