New Jersey § 49:3-77

§ 49:3-77.

In order for a transaction to meet the requirements of paragraph (14) of subsection

(b) of section 3 of P.L.1967, c. 93 ( C.49:3-50 ), the issuer seeking to offer securities that meet those requirements and the Internet

site through which the offering is made shall provide the following information to

the prospective investors in writing on that site: a. a copy of the legend required pursuant to subsection a. of section 3 of P.L.2015, c. 128 ( C.49:3-79 ); b. evidence that the issuer is a business organization organized under the laws of

this State and is authorized to do business in this State; c. a description of the company, its form and date of business organization, the address

and telephone number of its principal office, its history, its business plan, a description

of material agreements and the intended use of the offering proceeds, at least 65

percent of which shall be specifically disclosed in dollar amount and percentage terms

in a use of proceeds section and which shall also include any amounts to be paid,

as compensation or otherwise, to any owner, executive officer, director, managing

member, or other person occupying a similar status or performing similar functions

on behalf of the issuer; d. the identity of all persons owning more than 10 percent of the ownership interests

of any class of securities of the company, with a description of options or other

contingent securities outstanding and a description of the amount of those options

or other contingent securities that those persons own; e. the identity of the executive officers, directors, managing members, and other

persons occupying a similar status or performing similar functions in the name of

and on behalf of the issuer, including their titles and their prior experience, with

a description of options or other contingent securities outstanding and a description

of the amount of those options or other contingent securities that those persons own; f. the terms and conditions of the securities being offered and of any outstanding

securities of the company, the minimum and maximum amount of securities being offered,

if any, and the percentage ownership of the company represented by the offered securities

and the valuation of the company implied by the price of the offered securities; g. the minimum offering amount that is necessary to implement the business plan, and

a notice that the funds will only be released to the issuer if the minimum offering

amount is reached; h. the time and date, which may be no more than 12 months from the date of the offering,

by which the minimum offering amount must be reached before the funds will be returned

to investors; i. a provision stating that the investors may cancel their commitment to invest for

up to 30 days following the date the investment is made, except that investors who

invest within 30 days of the time and date by which the minimum offering amount must

be reached as provided in subsection h. of this section shall only have the amount

of time left before the time and date by which the minimum offering amount must be

reached in which to cancel their commitment to invest, even if that amount of time

is less than 30 days; j. the identity of any person who has been or will be retained by the issuer to assist

the issuer in conducting the offering and sale of the securities, including any Internet

site operator, but excluding persons acting solely as accountants or attorneys and

employees whose primary job responsibilities involve the operating business of the

issuer, rather than assisting the issuer in raising capital; k. a description of the consideration being paid for assistance to each person identified

under subsection j. of this section; l . a description of any litigation or legal proceedings involving the company or its

management; m. a discussion of significant factors that make the offering speculative or risky; n. a description of any conflicts of interest; o . financial statements, including a balance sheet, income statement, cash flow statement,

and capitalization of issuer; p. a statement of current liabilities outstanding, including obligations past due

and obligations due within 12 months; q. the Internet site address at which the quarterly report required by section 5 of P.L.2015, c. 128 ( C.49:3-81 ) will be made available; and r. any additional information material to the offering.