The amendments also made updates to the notice filing requirements for issuers planning to make Regulation A, Tier 2 offerings in Iowa. An issuer who plans to make a Regulation A, Tier 2 offering must make a notice filing at least 21 days before the initial sale in Iowa is made. The notice filing must include either a completed Uniform Notice of Filing of Regulation A- Tier 2 Offering form or a Form U2. The issuer must also pay a filing fee of $400. To renew the notice filing each year, the issuer must file either a Uniform Notice of Filing of Regulation A- Tier 2 Offering form, a notice filing form stating “renewal,” or other document asking for renewal. The issuer must also pay a renewal fee of $400.
The amendments also incorporated two NASAA policy statements. Under the amendments, the Iowa Administrator of Securities may deny a security’s registration if the Administrator finds that the registration does not sufficiently comport with the NASAA Statement of Policy Regarding Promoters’ Equity Investment. The Administrator of Securities may also deny a security’s registration if the Administrator finds that the registration does not sufficiently comport with the NASAA Statement of Policy Regarding Unequal Voting Rights.
The amendments also added some procedures regarding use of electronic offering documents and electronic signatures. An issuer is permitted to distribute offering documents via the Internet or other electronic means by following certain procedures outlining the conditions under which an electronic document or electronic signature can be used. If an issuer wishes to allow the use of an electronic signature, the process that the issuer uses must comply with the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transfers Act.