AB 75 — Revises certain requirements relating to securities. (BDR 7-145)

(b) The issuer has actively engaged in business operations in the United States for a period of at least 36 consecutive calendar months immediately before the filing of the federal registration statement;

(c) The issuer has registered a class of equity securities under section 12(b) or 12(g) of the Securities Exchange Act of 1934, and the class of securities is held of record by 500 or more persons;

- *AB75_R1* – 4 – (d) The issuer has:

(1) Either a total net worth of $4,000,000 or a total net worth of $2,000,000 and net pretax income from operations before allowances for extraordinary items, for at least 2 of the 3 preceding fiscal years;

(2) Not less than 400,000 units of the class of security registered under section 12 of the Securities Exchange Act of 1934 held by the public, excluding securities held by officers and directors of the issuer, underwriters and persons beneficially owning 10 percent or more of that class of security;

and (3) No outstanding warrants and options held by the underwriters and executive officers and directors of the issuer in an amount exceeding 10 percent of the total number of shares to be outstanding after completion of the offering of the securities being registered;

(e) The issuer has been subject to the requirements of section 12 of the Securities Exchange Act of 1934 and has filed all the material required to be filed under sections 13 and 14 of that act for at least 36 consecutive calendar months immediately before the filing of the statement and the issuer has filed in a timely manner all reports required to be filed during the 12 calendar months next preceding the filing of the federal registration statement;

(f) For at least 30 days during the 3 months next preceding the offering of the securities registered there have been at least four market makers for the class of equity securities registered under section 12 of the Securities Exchange Act of 1934;

(g) Each of the underwriters participating in the offering of the security and each broker-dealer who will offer the security in this State is a member of or is subject to the regulations of fair practice of a national association of securities dealers with respect to the offering and the underwriters have contracted to purchase the securities offered in a principal capacity;

(h) The aggregate commissions or discounts to be received by the underwriters will not exceed 10 percent of the aggregate price at which the securities being registered are offered to the public;

(i) Neither the issuer nor any of its subsidiaries, since the end of the fiscal year next preceding the filing of the registration statement, have:

(1) Failed to pay a dividend or sinking fund installment on preferred stock;

(2) Defaulted on indebtedness for borrowed money;

or (3) Defaulted on the rental on one or more long-term leases, and the defaults in the aggregate are material to the financial position of the issuer and its subsidiaries, taken as a whole;

and - *AB75_R1* – 5 – (j) In the case of an equity security, the price at which the security will be offered to the public is not less than $5 per share.

2.

A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection [4] 5 of NRS 90.500 and the consent to service of process required by NRS 90.770:

(a) A statement demonstrating eligibility for registration by filing;

(b) The name, address and form of organization of the issuer;

(c) With respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution:

(1) Name and address;

(2) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement;

and (3) A statement of the reasons for making the offering;

(d) A description of the security being registered;

and (e) A copy of the latest prospectus filed with the registration statement under and satisfying the requirements of section 10 of the Securities Act of 1933.

3.

If the information and records required to be filed by subsection 2 have been on file with the Administrator for at least 5 business days, or any shorter period the Administrator allows by regulation or order, and the applicable registration fee has been paid before the effectiveness of the federal registration statement, a registration statement under this section automatically becomes effective concurrently with the effectiveness of the federal registration statement.

If the federal statement becomes effective before the conditions in this section are satisfied and they are not waived, the registration statement becomes effective when the conditions are satisfied.

The registrant shall promptly notify the Administrator by telephone or telegram of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall file promptly a posteffective amendment containing the information and records in the price amendment.

The Administrator shall promptly acknowledge receipt of notification and effectiveness of the registration statement as of the date and time the registration statement became effective with the Securities and Exchange Commission.

Sec.

NRS(Deleted 90.480by isamendment.) herebySec. amended to read as follows:

90.480 1.

Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by coordination.

- *AB75_R1* – 6 – 2.

A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection [4] 5 of NRS 90.500 and the consent to service of process required by NRS 90.770:

(a) One copy of the latest form of prospectus filed under the Securities Act of 1933;

(b) If the Administrator by regulation or order requires:

(1) A copy of the articles of incorporation and bylaws, or their substantial equivalents, currently in effect;

(2) A copy of any agreement with or among underwriters;

(3) A copy of any indenture or other instrument governing the issuance of the security to be registered;

and (4) A copy, specimen or description of the security;

(c) If the Administrator requests and subject to the provisions of NRS 90.730, any other information or copies of any other records filed under the Securities Act of 1933;

and (d) An undertaking to forward promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, all future amendments to the federal prospectus, other than an amendment that delays the effective date of the registration statement, whichever occurs first.

3.

A registration statement under this section becomes effective when the federal registration statement becomes effective and all the following conditions are satisfied:

(a) No order is in effect, and no proceeding is pending, under NRS 90.510;

(b) The registration statement has been on file with the Administrator for at least 10 days, but if the registration statement is not filed with the Administrator within 5 days after the initial filing under the Securities Act of 1933, the registration statement must have been on file with the Administrator for 30 days or any shorter period as the Administrator by regulation or order specifies;

and (c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days or any shorter period the Administrator permits and the offering is made within those limitations.

4.

The registrant shall promptly notify the Administrator of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a posteffective amendment containing the information and records in the price amendment.

- *AB75_R1* – 7 – 5.

Upon failure to receive the required notification and posteffective amendment with respect to the price amendment, the Administrator may enter an order, retroactively denying effectiveness to the registration statement or suspending its effectiveness until the registrant complies with subsection 4.

The Administrator shall promptly notify the registrant of the issuance of the order.

If the registrant proves compliance with the requirements of subsection 4 as to notice and posteffective amendment, the order is void as of its entry.

6.

The Administrator by regulation or order may waive either or both of the conditions specified in paragraphs (b) and (c) of subsection 3.

7.

If the federal registration statement becomes effective before all the conditions in subsection 3 are satisfied and they are not waived, the registration statement automatically becomes effective when all the conditions are satisfied.

If the registrant advises the Administrator of the date when the federal registration statement is expected to become effective, the Administrator shall promptly advise the registrant, at the registrant’s expense, whether all conditions are satisfied and whether the Administrator then contemplates the institution of a proceeding under NRS 90.510, but the advice by the Administrator does not preclude the institution of a proceeding for an order suspending the effectiveness of the registration statement.

An order issued under this subsection is not retroactive.

8.

The Administrator by regulation or order may waive or modify the application of a requirement of this section if a provision or an amendment, repeal or other alteration of the provisions of the Securities Act of 1933 for the registration of securities or of the regulations adopted under that act renders the waiver or modification appropriate for further coordination of state and federal registration.

Sec.

A registration statement under this section must contain the following information and be accompanied by the following records in addition to the information specified in subsection [4]4 5 of NRS 90.500 and the consent to service of process required by NRS 90.770:

and - *AB75_R1* – 8 – (5) A statement of the general competitive conditions in the industryind(b) With respect to every director and officer of the issuer or businessperson inoccupying whicha itsimilar isstatus or willperforming besimilar engaged;functions:

(b)(1) WithName, respectaddress to every director and officerprincipal ofoccupation for the issuerlast or5 personyears; occupying a similar status or performing similar functions:

(1)(2) NameThe [,]amount andof addresssecurities ;of the issuer held by the person as of a specified date within 30 days before the filing of the registration statement;

[and principal occupation for the last 5 years;] (2) The amount of securities of the issuer held by the person as of a specified date within 30 days before the filing of the registration statement;

and (4) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effectedeffected; [;] , including, without limitation, compensation provided to the person or that is proposed to be provided to the person by the issuer or the significant subsidiary;

(c) [WithWith respect to persons covered by paragraph (b), the compensation paid or given, directly or indirectly, during the last 12 months- and82nd estimatedSession to(2023) be– paid4 during– the next 12 months by the issuer together with all predecessors, parents, subsidiaries and affiliates, to all those persons in the aggregate;

(d)](d) With respect to any person owning of record, or beneficially if known, 10 percent or more of the outstanding shares of a class of equity security of the issuer, the information specified in paragraph (b) [other; than occupation;

(e)][other ;than occupation;] (e) With respect to a promoter, if such a promoter exists, and if the issuer was organized within the last 3 years:

(d) With respect to a promoter, if such a promoter exists, and if the issuer was organized within the last 3 years:

[(f)(f) With respect to a person on whose behalf a part of the offering is to be made in a nonissuer distribution:

(2) The amount of securities of the issuer held by the person as of thet(3) dateA description of any material interest in any material transaction with the filingissuer ofor any significant subsidiary effected within the registrationpast statement;3 years or proposed to be effected;

(3) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected;

(g)](g) (e) The capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and any significant subsidiary, - *AB75_R1* – 9 – including a description of each security outstanding or being registered or otherwise offered, and , if applicable, a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill or anything else, for which the issuer or a subsidiary has issued its securities within the last 2 years or is obligated to issue its securities;

[(h)](h) (f) The kind and amount of securities to be offered, the proposed offering price or the method by which it is to be computed, any variation therefrom at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class, the basis upon which the offering is to be made if otherwise than for cash, the estimated aggregate underwriting and selling discounts or commissions and finder’s fees, including separately cash, securities, contracts or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts, the estimated amounts of other selling expenses, including legal, engineering and accounting charges,- the82nd nameSession and(2023) address– of5 every– underwriter and every recipient of a finder’s fee, a copy of any underwriting or selling- group agreement pursuant to which the distribution is to be made, or the proposed form of the agreement whose terms have not yet been determined, and a description of the plan of distribution of securities that are to be offered otherwise than through an underwriter;

[(i)](i) (g) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, the amount to be used for each purpose, the order of priority in which the proceeds will be used for the purposes stated, the amounts of funds to be raised from other sources to achieve the purposes stated, the sources of the funds, and, if part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of the persons who have received commissions in connection with the acquisition and the amounts of commissions and any other expense inmoney connectionto withfinance the acquisition,acquisition;n, including the cost of borrowing money(j) A description of the stock options or other security options outstanding or to financebe created in connection with the acquisition;offering and the amount of the options held or to be held by every person required to be named in paragraph (b), (d), (e), (f) or (h) and by a person who holds or will hold 10 percent or more in the aggregate of the options;

[(j)](k) (h)The Adates descriptionof, ofparties theto stockand optionsgeneral effect, concisely stated, of every management or other securitymaterial optionscontract outstandingmade or to be createdmade inotherwise connectionthan within the offeringordinary andcourse the amount of thebusiness optionsif heldit oris to be heldperformed byin everywhole personor required to be named in paragraphpart (b),at (c), (d) [, (e),] or (f)after [orthe (h)]filing andof bythe aregistration personstatement who holds or willwas holdmade 10within percentthe orlast more2 inyears, theand aggregatea copy of the options;contract;

-(l) *AB75_R1*A –description 10of –any [(k)]pending (i)litigation Theor datesproceedings of, parties to andwhich generalthe effect,issuer conciselyis stated,a ofparty everyand managementthat ormaterially otheraffect materialits contractbusiness made or tocontemplated beby madea otherwisegovernmental thanauthority;eding inknown theto ordinarybe course(m) ofA businesscopy ifof itany isprospectus, topamphlet, becircular, performedform inletter, wholeadvertisement or inother partsales atliterature orintended afteras the filing of the registrationeffective statementdate orto wasbe madeused withinin theconnection lastwith 2 years, and a copy of the contract;offering [;

[(l)] (j) A description of any pending litigation or proceedings to which the issuer is a party and that materially affect its business or assets, including any litigation or proceeding known to be contemplated by a governmental authority;

[(m)] (k) A copy of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering [;

(l)(n) A copy, specimen or description of the security being registered, a copy of the issuer’s articles of incorporation and bylaws or their substantial equivalents, as currently in effect, and a copy- of82nd anySession indenture(2023) or– other6 instrument– covering the security to be registered;

[(o)indenture or other instrument covering the security to be (o) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which states whether the security when sold will be legally issued, fully paid and nonassessable and, if a debt security, a binding obligation of the issuer;

(q) A statement of financial condition of the issuer as of a date within 4 months before the filing of the registration statement, a statement of results of operations and analysis of surplus for each of the 3 fiscal years preceding the date of the statement of financial condition and for any period between the close of the last fiscal year and the date of the statement of financial condition, or for the period of the issuer’s and any predecessors’ existence if less than 3 years, and, if part of the proceeds of the offering is to be applied to the purchase of a business, the same financial statements which would be required if that business were the registrant;

and (r)](r) and (m) Any additional information the Administrator by regulation or order specifies.

- *AB75_R1* – 11 – 3.

(b) The Administrator has not, under subsection 4, ordered that eff(c) The registrant has not requested that effectiveness be delayed;delayed.

and (c) The registrant has not requested that effectiveness be delayed.

The Administrator may delay effectiveness for a single period of not more than 30 days if the Administrator determines that the delay is necessary,- whether82nd orSession not(2023) the– Administrator7 previously– delayed effectiveness under this subsection.subsection.strator previously delayed Sec.

Sec.

NRS(Deleted 90.500by isamendment.) herebySec. amended to read as follows:

90.500 1.

A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed under this chapter.

2.

Except as otherwise provided in subsection 3 [,] or 4, a person filing a registration statement shall pay a filing fee of 0.2 percent of the maximum aggregate offering price at which the registered securities are to be offered in this State, but not less than $700 or more than $5,000.

If a registration statement is withdrawn before the effective date or a pre-effective order is entered under NRS 90.510, the Administrator shall retain the fee.

3.

An open-end management company, a face-amount certificate company or a unit investment trust, as defined in the Investment Company Act of 1940, may register an indefinite amount of securities under a registration statement.

The registrant shall pay:

(a) A fee of $1,000 at the time of filing;

and (b) Within 60 days after the registrant’s fiscal year during which its statement is effective, a fee of $4,000, or file a report on a form the Administrator adopts, specifying its sale of securities to persons in this State during the fiscal year and pay a fee of 0.2 percent of the aggregate sales price of the securities sold to persons in this State, but the latter fee must not be less than $700 or more than $5,000.

4.

A person filing a registration statement pursuant to NRS 90.490 is exempt from paying any fee to file the registration statement.

- *AB75_R1* – 12 – 5.

Except as otherwise permitted by subsection 3, a statement must specify:

(a) The amount of securities to be offered in this State and the states in which a statement or similar record in connection with the offering has been or is to be filed;

and (b) Any adverse order, judgment or decree entered by a securities agency or administrator in any state or by a court or the Securities and Exchange Commission in connection with the offering.

[5.] 6.

A record filed under this chapter as now or previously in effect, within 5 years before the filing of a registration statement, may be incorporated by reference in the registration statement if the record is currently accurate.

[6.] 7.

The Administrator by regulation or order may permit the omission of an item of information or record from a statement.

[7.] 8.

In the case of a nonissuer offering, the Administrator may not require information under subsection [13] 14 or NRS 90.510 unless it is known to the person filing the registration statement or to the person on whose behalf the offering is to be made, or can be furnished by one of them without unreasonable effort or expense.

[8.] 9.

In the case of a registration under NRS 90.480 or 90.490 by an issuer who has no public market for its shares and no significant earnings from continuing operations during the last 5 years or any shorter period of its existence, the Administrator by regulation or order may require as a condition of registration that the following securities be deposited in escrow for not more than 3 years:

(a) A security issued to a promoter within the 3 years immediately before the offering or to be issued to a promoter for a consideration substantially less than the offering price;

and (b) A security issued to a promoter for a consideration other than cash, unless the registrant demonstrates that the value of the noncash consideration received in exchange for the security is substantially equal to the offering price for the security.

 The Administrator by regulation may determine the conditions of an escrow required under this subsection, but the Administrator may not reject a depository solely because of location in another state.

[9.] 10.

The Administrator by regulation may require as a condition of registration under NRS 90.480 or 90.490 that the proceeds from the sale of the registered security in this State must be impounded until the issuer receives a specified amount from the sale of the security.

The Administrator by regulation or order may determine the conditions of an impounding arrangement required - *AB75_R1* – 13 – under this subsection, but the Administrator may not reject a depository solely because of its location in another state.

[10.] 11.

If a security is registered pursuant to NRS 90.470 or 90.480, the prospectus filed under the Securities Act of 1933 must be delivered to each purchaser in accordance with the requirements of that act for the delivery of a prospectus.

[11.] 12.

If a security is registered pursuant to NRS 90.490, an offering record containing information the Administrator by regulation or order designates must be delivered to each purchaser with or before the earliest of:

(a) The first written offer made to the purchaser by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by it as a participant in the distribution;

(b) Confirmation of a sale made by or for the account of a person named in paragraph (a);

(c) Payment pursuant to a sale;

or (d) Delivery pursuant to a sale.

[12.] 13.

Except for a registration statement under which an indefinite amount of securities are registered as provided in subsection 3, a statement remains effective for 1 year after its effective date unless the Administrator by regulation extends the period of effectiveness.

A registration statement under which an indefinite amount of securities are registered remains effective until 60 days after the beginning of the registrant’s next fiscal year following the date the statement was filed.

All outstanding securities of the same class as a registered security are considered to be registered for the purpose of a nonissuer transaction while the registration statement is effective, unless the Administrator by regulation or order provides otherwise.

A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this State, unless the Administrator by regulation or order provides otherwise.

No registration statement is effective while an order is in effect under subsection 1 of NRS 90.510.

[13.] 14.

During the period that an offering is being made pursuant to an effective registration statement, the Administrator by regulation or order may require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

[14.] 15.

A registration statement filed under NRS 90.470 or 90.480 may be amended after its effective date to increase the securities specified to be offered and sold.

The amendment becomes - *AB75_R1* – 14 – effective upon filing of the amendment and payment of an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold.

The effectiveness of the amendment relates back to the date or dates of sale of the additional securities being registered.

[15.] 16.

A registration statement filed under NRS 90.490 may be amended after its effective date to increase the securities specified to be offered and sold, if the public offering price and underwriters’ discounts and commissions are not changed from the respective amounts which the Administrator was informed.

The amendment becomes effective when the Administrator so orders and relates back to the date of sale of the additional securities being registered.

[A person filing an amendment shall pay an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold.] Sec.

NRS(Deleted 90.510by isamendment.) herebySec. amended to read as follows:

90.510 1.

The Administrator may issue an order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the Administrator finds that the order is in the public interest and that:

(a) The registration statement as of its effective date or as of the proposed effective date in the case of an order denying effectiveness, an amendment under subsection [14] 15 or [15] 16 of NRS 90.500, as of its effective date, or a report under subsection [13] 14 of NRS 90.500, is incomplete in any material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(b) This chapter, or a regulation, order or condition lawfully imposed under this chapter, has been willfully violated in connection with the offering by:

(1) The person filing the registration statement;

(2) The issuer, a partner, officer or director of the issuer, a person occupying similar status or performing similar functions, or a person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer;

or (3) An underwriter;

(c) The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative order similar to an order under this section entered under any other federal or state law applicable to the offering, except that the Administrator may not:

- *AB75_R1* – 15 – (1) Institute a proceeding against an effective registration statement under this paragraph more than 1 year after the date of the order or injunction relied on;

or (2) Enter an order under this paragraph on the basis of an order or injunction entered under the securities act of another state unless the order or injunction was based on facts that currently would constitute a ground for an order under this section;

(d) The issuer’s enterprise or method of business includes or would include activities that are illegal where performed;

(e) The offering has worked or tended to work a fraud upon purchasers or would so operate;

(f) The offering has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions or other compensation, or promoters’ profits or participation, or unreasonable amounts or kinds of options;

(g) A security sought to be registered pursuant to NRS 90.470 is not eligible for such registration;

(h) With respect to a security sought to be registered pursuant to NRS 90.480, there has been a failure to comply with the undertaking required by paragraph (d) of subsection 2 of that section;

or (i) The applicant or registrant has failed to pay the proper filing fee, but the Administrator may enter only an order denying effectiveness under this paragraph and shall vacate the order if the deficiency is corrected.

2.

The Administrator may not institute a proceeding:

(a) Against an effective registration statement on the basis of a fact or transaction known to the Administrator when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective;

or (b) With respect to a registration filed under NRS 90.470 on the basis of paragraph (e) or (f) of subsection 1.

3.

The Administrator may vacate or modify an order entered under this section if the Administrator finds that the conditions which prompted entry have changed or that it is otherwise in the public interest.

Sec.

§ 78l, and has been subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C.

§§ - *AB75_R1* – 16 – 78m and 78o(d), for not less than 90 days next preceding the transaction, or has filed and maintained with the Administrator for not less than 90 days preceding the transaction information, in such form as the Administrator, by regulation, specifies, substantially comparable to the information the issuer would be required to file under section 12(b) or 12(g) of the Securities Exchange Act of 1934, 15 U.S.C.

(c) At the time of the transaction, a recognized securities manual designated by the Administrator by regulation or order contains the names of the issuer’s officers and directors, a statement of the financial condition of the issuer as of a date within the preceding 18 months, and a statement of income or operations for each of the lastlast18 2 years next preceding the date of the statement of financial condition, or for the period as of the date of the statement of financial condition if the period of existence is less than 2 years;

and - 82nd Session (2023) – 8 – (e) At the time of the transaction, the issuer of the security has a class of equity security listed on the New York Stock Exchange, American Stock Exchange or other exchange designated by the Administrator, or on the National Market System of the National Associationrequirements of Securitiesthis Dealersparagraph Automateddo Quotationnot apply if:tation System.

The requirements(1) ofThe thissecurity paragraphhas dobeen notoutstanding applyfor if:at least 180 days;

(1) The security has been outstanding for at least 180 days;

A nonissuer transaction in a security that has a fixed maturity or a fixed interest or dividend provision if there has been no default during the current fiscal year or within the 3 preceding years, or during the existence of the issuer, and any predecessors if - *AB75_R1* – 17 – less than 3 years, in the payment of principal, interest or dividends on the security.

A transaction in a bond or other evidence of indebtedness secured by a real estate mortgage, deed of trust, personal property security agreement, or by an agreement for the sale of real estate or personal property, if the entire mortgage, deed of trust or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit.unit.of indebtedness 8.

8.

- 82nd Session (2023) – 9 – (c) No commission or other similar compensation is paid or given, directly or indirectly, to a person, other than a broker-dealer licensed or not required to be licensed under this chapter, for soliciting a prospective purchaser in this State;

and (d) One(1) ofThe seller reasonably believes that all the followingpurchasers conditionsin isthis satisfied:State, other than those designated in subsection 10, are purchasing for investment;

(1) The seller reasonably believes that all the purchasers in this State, other than those designated in subsection 10, are purchasing for investment;

- *AB75_R1* – 18 – 12.

13.subscription issued in connection with the organization of acate or depository institution if that organization is under the supervision of an official or agency of a state or of the United States which has and exercises the authority to regulate and supervise the organization of the depository institution.

An offer to sell or sale of a preorganization certificate or subscription issued in connection with the organization of a depository institution if that organization is under the supervision of an official or agency of a state or of the United States which has and exercises the authority to regulate and supervise the organization of the depository institution.

A transaction pursuant to an offer to sell to existing security holders of the issuer, including persons who at the time of the- transaction82nd areSession holders(2023) of– transferable10 warrants– exercisable within not more than 90 days after their issuance, convertibleconvertiblele securities or nontransferable warrants, if:

(b) A registration statement, if required, has been filed under thisthi(c) chapter,No butorder denying, suspending or revoking the effectiveness of registration, of which the offeror is notaware, effective;has been entered by the Administrator or the Securities and Exchange Commission, and no examination or public proceeding that may culminate in that kind of order is known by the offeror to be pending.

and (c) No order denying, suspending or revoking the effectiveness of registration, of which the offeror is aware, has been entered by - *AB75_R1* – 19 – the Administrator or the Securities and Exchange Commission, and no examination or public proceeding that may culminate in that kind of order is known by the offeror to be pending.

A transaction involving an offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933, 15 U.S.C.

17.an issuer to the security holders of another person in connection of with a merger, consolidation, exchange of securities, sale of assets or other reorganization to which the issuer, or its parent or subsidiary, and the other person, or its parent or subsidiary, are parties, if:

A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets or other reorganization to which the issuer, or its parent or subsidiary, and the other person, or its parent or subsidiary, are parties, if:

or (b)- The82nd securitiesSession to(2023) be– distributed11 are– not required to be registered under the Securities Act of 1933, 15 U.S.C.

(b) Each purchaser must pay cash either at the time of the sale or withinwit(c) 60Each dayspurchaser aftermay buy for the sale;purchaser’s own account only.

and (c) Each purchaser may buy for the purchaser’s own account only.

A transaction involving the offer to sell or sale of one or more promissory notes directly secured by a first lien on a single parcel of real estate or participating interests in the notes, if the - *AB75_R1* – 20 – notes and interests are originated by a mortgagee approved by the Secretary of Housing and Urban Development under sections 203 and 211 of the National Housing Act, 12 U.S.C.

A transaction between any of the persons described in subsection 19 involving a nonassignable contract to buy or sell the securitiescompleted describedwithin in2 subsectionyears and if:on 18 if the contract is to be completed(a) withinThe 2seller yearsof andthe if:securities pursuant to the contract is one of the parties described in subsection 18 or 19 who may originate securities;

(a) The seller of the securities pursuant to the contract is one of the parties described in subsection 18 or 19 who may originate securities;

A transaction involving one or more promissory notes secured by a lien on real estate, or participating interests in those - 82nd Session (2023) – 12 – notes, by a mortgage company licensed pursuant to chapter 645B of NRS to engage in those transactions.

A transaction involving an offer to sell or sale of a security to a Nevada certified investor if all of the following conditionscon(a) areThe satisfied:transaction satisfies the requirements for exemption under section 3(a)(11) of the Securities Act of 1933, 15 U.S.C.

(a) The transaction satisfies the requirements for exemption under section 3(a)(11) of the Securities Act of 1933, 15 U.S.C.

(c) For a transaction involving the sale of a security to a Nevada certified investor described in paragraph (b) of subsection 1 of section 2 of this act, the totaltransaction amountwould paidnot byresult in the Nevada certified investor forinvesting allmore than 10 percent of the securitiesnet involvedworth inof the transactioninvestor doesin notsecurities exceedthat 10were percentpurchased ofby the netNevada worthcertified ofinvestor thein investor.transactions exempt from NRS 90.460 and 90.560 pursuant to this subsection.

(d) The transactionperson isoffering partto ofsell anor issueselling inthe whichsecurity therehas aresubmitted notto morethe thanAdministrator: 75 purchasers who are Nevada certified investors.

(e)(1) TheA person offering to sell or selling the security has submitted to the Administrator a complete set of his or her fingerprints and written permission authorizing the Administrator - *AB75_R1* – 21 – to submit the fingerprints to the Central Repository for Nevada Records of Criminal History for its report on the criminal history of the person and for forwarding to the Federal Bureau of Investigation for its report on the criminal history of the person.person;

(2) The latest available balance sheet of the issuer;

and (3) A description of any compensation paid by the person offering to sell or selling the security to any person authorized to make decisions on behalf of or exert control over the management or operation of the person offering to sell or selling the security.

(e) The person offering to sell or selling the security has made available to any Nevada certified investor wishing to purchase the security:

(1) A full disclosure of any and all previous criminal convictions;

and (2) The information submitted to the Administrator pursuant to subparagraphs (2) and (3) of paragraph (d).

NRS(Deleted 90.660by isamendment.) hereby- amended82nd toSession read(2023) as– follows:13 – Sec.

90.660 1.

A person who offers or sells a security in violation of any of the following provisions:

(a) Subsection 1 of NRS 90.310;

(b) NRS 90.460;

(c) Subsection [10] 11 of NRS 90.500;

(d) Subsection 2 of NRS 90.570;

(e) Subsection 2 of NRS 90.610;

or (f) A condition imposed in subsection [8] 9 or [9] 10 of NRS 90.500,  is liable to the person purchasing the security.

Upon tender of the security, the purchaser may recover the consideration paid for the security and interest at the legal rate of this State from the date of payment, costs and reasonable attorney’s fees, less the amount of income received on the security.

A purchaser who no longer owns the security may recover damages.

Damages are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, plus interest at the legal rate of this State from the date of disposition of the security, costs and reasonable attorney’s fees determined by the court.

Tender requires only notice of willingness to exchange the security for the amount specified.

2.

A person who offers or sells a security in violation of subsection 2 of NRS 90.570 is not liable under subsection 1 of this section if:

(a) The purchaser knew that a statement of a material fact was untrue or that there was an omission of a statement of a material fact;

or (b) The seller did not know and in the exercise of reasonable care could not have known of the untrue statement or misleading omission.

3.

A person who willfully participates in any act or transaction in violation of NRS 90.580 is liable to a person who purchases or sells a security, other than a security traded on a national securities exchange or quoted on a national automated quotation system administered by a self-regulatory organization, at a price that was affected by the act or transaction for the damages sustained as a result of the act or transaction.

Damages are the difference between the price at which the securities were purchased or sold and the market value the securities would have had at the time of the person’s purchases or sale in the absence of the act or transaction, - *AB75_R1* – 22 – plus interest at the legal rate of this State from the date of the act or transaction and reasonable attorney’s fees.

4.

A person who directly or indirectly controls another person who is liable under subsection 1 or 3, a partner, officer or director of the person liable, a person occupying a similar status or performing similar functions, any agent of the person liable, an employee of the person liable if the employee materially aids in the act, omission or transaction constituting the violation, and a broker-dealer or sales representative who materially aids in the act, omission or transaction constituting the violation, are also liable jointly and severally with and to the same extent as the other person, but it is a defense that the not have known, of the existence of the facts by which the liability is alleged to exist.

With respect to a person who directly or indirectly, controls another person who is liable under subsection 3, it is also a defense that the controlling person acted in good faith and did not, directly or indirectly, induce the act, omission or transaction constituting the violation.

Contribution among the several persons liable is the same as in cases arising out of breach of contract.

Sec.

H~~~~~ 23 - *AB75_R1*82nd Session (2023)