Ohio § 1707.091

§ 1707.091.

(A) Any security for which a registration statement has been filed pursuant to Section

6 of the Securities Act of 1933 or for which a notification form and offering circular

has been filed pursuant to regulation A of the general rules and regulations of the

securities and exchange commission, 17 C.F.R. sections 230.251 to 230.256 and 230.258 to 230.263 , as amended before or after the effective date of this section, in connection with

the same offering may be registered by coordination. (B) A registration statement filed by or on behalf of the issuer under this section with

the division of securities shall contain the following information and be accompanied

by the following items in addition to the consent to service of process required by section 1707.11 of the Revised Code : (1) One copy of the latest form of prospectus or offering circular and notification filed

with the securities and exchange commission; (2) If the division of securities by rule or otherwise requires, a copy of the articles

of incorporation and code of regulations or bylaws, or their substantial equivalents,

as currently in effect, a copy of any agreements with or among underwriters, a copy

of any indenture or other instrument governing the issuance of the security to be

registered, and a specimen or copy of the security; (3) If the division of securities requests, any other information, or copies of any other

documents, filed with the securities and exchange commission; (4) An undertaking by the issuer to forward to the division, promptly and in any event

not later than the first business day after the day they are forwarded to or thereafter

are filed with the securities and exchange commission, whichever occurs first, all

amendments to the federal prospectus, offering circular, notification form, or other

documents filed with the securities and exchange commission, other than an amendment

that merely delays the effective date; (5) A filing fee of one hundred dollars. (C) A registration statement filed under this section becomes effective either at the

moment the federal registration statement becomes effective or at the time the offering

may otherwise be commenced in accordance with the rules, regulations, or orders of

the securities and exchange commission, if all of the following conditions are satisfied: (1) No stop order is in effect, no proceeding is pending under section 1707.13 of the Revised Code , and no cease and desist order has been issued pursuant to section 1707.23 of the Revised Code ; (2) The registration statement has been on file with the division for at least fifteen

days or for such shorter period as the division by rule or otherwise permits;  provided,

that if the registration statement is not filed with the division within five days

of the initial filing with the securities and exchange commission, the registration

statement must be on file with the division for thirty days or for such shorter period

as the division by rule or otherwise permits. (3) A statement of the maximum and minimum proposed offering prices and the maximum underwriting

discounts and commissions has been on file with the division for two full business

days or for such shorter period as the division by rule or otherwise permits and the

offering is made within those limitations; (4) The division has received a registration fee of one-tenth of one per cent of the

aggregate price at which the securities are to be sold to the public in this state,

which fee, however, shall in no case be less than one hundred or more than one thousand

dollars. (D) The issuer shall promptly notify the division by telephone of the date and time when

the federal registration statement became effective, or when the offering may otherwise

be commenced in accordance with the rules, regulations, or orders of the securities

and exchange commission, and of the contents of the price amendment, if any, and shall

promptly file the price amendment. “ Price amendment ” for the purpose of this division, means the final federal registration statement

amendment that includes a statement of the offering price, underwriting and selling

discounts or commissions, amount of proceeds, conversion rates, call prices, and other

matters dependent upon the offering price. If the division fails to receive the required notice and required copies of the price

amendment, the division may enter a provisional stop order retroactively denying effectiveness

to the registration statement or suspending its effectiveness until there is compliance

with this division, provided the division promptly notifies the issuer or its representative

by telephone, and promptly confirms by letter when it notifies by telephone, of the

entry of the order.  If the issuer or its representative proves compliance with the requirements of this

division as to notice and price amendment filing, the stop order is void as of the

time of its entry.  The division may by rule or otherwise waive either or both of the conditions specified

in divisions (C)(2) and (3) of this section.  If the federal registration statement becomes effective, or if the offering may

otherwise be commenced in accordance with the rules, regulations, or orders of the

securities and exchange commission, before all of the conditions specified in divisions

(C) and (D) of this section are satisfied and they are not waived by the division

the registration statement becomes effective as soon as all of the conditions are

satisfied. If the issuer advises the division of the date when the federal registration statement

is expected to become effective, or when the offering may otherwise be commenced in

accordance with the rules, regulations, or orders of the securities and exchange commission,

the division shall promptly advise the issuer or its representative by telephone,

at the issuer's expense, whether all of the conditions have been satisfied or whether

the division then contemplates the institution of a proceeding under section 1707.13 or 1707.23 of the Revised Code , but such advice does not preclude the institution of such a proceeding at any time.