SB 76 — Revises provisions relating to securities. (BDR 7-486)

Money in the Fund must be disbursed by the Division in the same manner as other claims against the State are paid, in accordance with the regulations adoptedado2.edThe pursuantDivision toshall sectionprepare 4quarterly ofestimates thisof: act.

2.

The Division shall prepare quarterly estimates of:

and - *SB76_R1* – 5 – (b) The anticipated expenses of the Fund for the next fiscal quarter.

- 83rd Session (2025) – 5 – 1.

The State of Nevada is immediately subrogated in the amount of the award to any right of action to recover any unpaid restitution, and that right of subrogation may be diminished for attorney’s fees and other costs of litigation in obtaining such recovery;rec2.eryIf recovery is obtained for unpaid restitution, the applicant shall promptly notify the Administrator or his or her designee and shall promptly pay to the Division for deposit in the Fund the lesser of the amount of the award made from the Fund or the amount recovered, less attorney’s fees and costs.

and 2.

If recovery is obtained for unpaid restitution, the applicant shall promptly notify the Administrator or his or her designee, and shall promptly pay to the Division the lesser of the amount of the award made from the Fund or the amount recovered, less attorney’s fees and costs.

(a) A security, including a revenue obligation, issued, insured or guaranteed by the United States, an agency or corporate or other instrumentality of the United States, an international agency or corporate or other instrumentality of which the United States and one or more foreign governments are members, a state, a political subdivision of a state, or an agency or corporate or other instrumentality of one or more states or their political subdivisions, or a certificate of deposit for any of the foregoing, but this exemption does not include a security payable solely from revenues to be received from an enterprise unless the:

(1) Payments are insured or guaranteed by the United States, an agency or corporate or other instrumentality of the United States, an international agency or corporate or other instrumentality of - *SB76_R1* – 6 – which the United States and one or more foreign governments are members, a state, a political subdivision of a state, or an agency or corporate or other instrumentality of one or more states or their political subdivisions, or by a person whose securities are exempt from registration pursuant to paragraphs (b) to (e), inclusive, or (g), or the revenues from which the payments are to be made are a direct obligation of such a person;

or (3)- Payments83rd areSession insured(2025) or– guaranteed6 by– a person who, within the 12 months next preceding the date on which the securities are issued, has received a rating within one of the top four rating categories of either Moody’s Investors Service, Inc., or Standard and Poor’s Ratings Services.

(c) A security issued by and representing an interest in or a direct obligation of a depository institution if the deposit or share accounts of the depository institution are insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund or a successor to an applicable agency authorized by federalfed(d) law.A security issued by and representing an interest in or a direct obligation of, or insured or guaranteed by, an insurance company organized under the laws of any state and authorized to do business in this State.

(d) A security issued by and representing an interest in or a direct obligation of, or insured or guaranteed by, an insurance company organized under the laws of any state and authorized to do business in this State.

or (4) Regulated in respect to the issuance or guarantee of the security by a governmental authority of the United States, a state, Canada,Can(f) Equipment trust certificates in respect to equipment leased or conditionally sold to a Canadianperson, provinceif orsecurities territory.issued by the person would be exempt pursuant to this section.

-(g) *SB76_R1*A –security 7listed –or (f)approved Equipmentfor trustlisting certificatesupon innotice respectof toissuance equipmenton leasedthe orNew conditionallyYork soldStock toExchange, aNYSE person,MKT, ifthe securitiesChicago issuedStock Exchange, NYSE ARCA or other exchange designated by the personAdministrator, wouldany beother exemptsecurity pursuantof the same issuer which is of senior or substantially equal rank, a security - 83rd Session (2025) – 7 – warrant or right to thispurchase section.or subscribe to any of the foregoing.

(g)or a (h) A security listed or approved for listing upon notice of issuance on the NewNational YorkMarket StockSystem Exchange,of NYSE MKT, the ChicagoNASDAQ Stock Exchange,Market, NYSE ARCA or other exchange designated by the Administrator, any other security of the same issuer which is of senior or substantially equal rank, a security called for by subscription right or warrant so listeddesignated, or approved, or a warrant or a right to purchase or subscribe to any of the foregoing.

(h) A security listed or approved for listing upon notice of issuance on the National Market System of the NASDAQ Stock Market, any other security of the same issuer which is of senior or substantially equal rank, a security called for by subscription right or warrant so designated, or a warrant or a right to purchase or subscribe to any of the foregoing.

(j) A security issued by a person organized and operated not for private profit but exclusively for a religious, educational, benevolent, charitable, fraternal, social, athletic or reformatory purpose, or as a chamber of commerce, or trade or professional association if at least 10 days before the sale of the security the issuer has filed with the Administrator a notice setting forth the material terms of the proposed sale and copies of any sales and advertising literature to be used and the Administrator [by order] does not disallow the exemption within the next 5 full business days.

(k) A promissory note, draft, bill of exchange or banker’s acceptance that evidences an obligation to pay cash within 9 months after the date of issuance, exclusive of days of grace, is issued in denominations of at least $50,000 and receives a rating in one of the three highest rating categories from a nationally recognized statistical rating organization, or a renewal of such an obligation that is likewise limited, or a guarantee of such an obligation or of a renewal.ren(l) A security issued in connection with an employees’ stock purchase, savings, option, profit-sharing, pension or similar employees’ benefit plan.

(l)(m) A membership or equity interest in, or a retention certificate or like security issuedgiven in connectionlieu withof ana employees’cash stockpatronage purchase,dividend savings,issued option,by, profit-sharing,a pensioncooperative ororganized similarand employees’operated benefitas plan.a nonprofit membership cooperative under the cooperative laws of any state if not traded to the general public.

- *SB76_R1*83rd Session (2025) – 8 – (m)management Ainvestment membershipcompany or equityunit interestinvestment in,trust orunderend asection retention8 certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperativeInvestment lawsCompany Act of any1940 stateif: if not traded to the general public.

(n) A security issued by an issuer registered as an open-end management investment company or unit investment trust under section 8 of the Investment Company Act of 1940 if:

or (2) The issuer has a sponsor that has at all times throughout the 3 years before an offer or sale of a security claimed to be exempt pursuant to this paragraph sponsored one or more registered investment companies or unit investment trusts the aggregate total assets of which have exceeded $100,000,000.

or (b) Of $300 for the initial claim of exemption in the case of a unit investment trust.

initial claim of exemption in the case of a 5.

- *SB76_R1* – 9 – Sec.

1.- 83rd Session (2025) – 9 – through a broker-dealer.ssuer transaction, whether or not effected 2.

An isolated nonissuer transaction, whether or not effected through a broker-dealer.

2.

§ 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.

§§ 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.

A nonissuer transaction by a sales representative licensed in thisthi(a) State,The insecurity anis outstandingsold at a price reasonably related to the current market price of the security if:at the time of the transaction;

(a) The security is sold at a price reasonably related to the current market price of the security at the time of the transaction;

(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 last 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;

(d) The issuer of the security has not undergone a major reorganization, merger or acquisition within the preceding 30 days whichandch is not reflected in the information contained in the manual;

and (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 Association of Securities Dealers Automated Quotation System.

- *SB76_R1*83rd Session (2025) – 10 – (2) The issuer of the security is actually engaged in business and is not developing the issuer’s business, in bankruptcy or in receivership;

and (3) The issuer of the security has been in continuous operationope4.tioA fornonissuer attransaction leastin 5a years.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 less than 3 years, in the payment of principal, interest or dividends on the security.

4.

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 less than 3 years, in the payment of principal, interest or dividends on the security.

An offer to sell or the sale of a security to a financial or institutionalins11. investor or to a broker-dealer.

11.

or - 83rd Session (2025) – 11 – (2) Immediately before and immediately after the transaction, the issuer reasonably believes that the securities of the - *SB76_R1* – 11 – issuer are held by 50 or fewer beneficial owners, other than those designated in subsection 10, and the transaction is part of an aggregateconsecutive offeringmonths.that that does not exceed $500,000 during any 12 consecutive months.The Administrator by rule or order as to a security or transaction or a type of security or transaction may withdraw or further condition the exemption set forth in this subsection or waive one or more of the conditions of the exemption.

 The Administrator by rule or order as to a security or transaction or a type of security or transaction may withdraw or further condition the exemption set forth in this subsection or waive one or more of the conditions of the exemption.

For the purpose of this subsection, “under the supervision of an official or agency” means that the official or agency by law has authority to require disclosures to prospective investors similar to those required under NRS 90.490, impound proceeds from the sale of a preorganization certificate ororund subscription until organization of the depository institution is completed, and require refund to investors if the depository institution does not obtain a grant of authority from the appropriate official or agency.

or (b) The issuer first files a notice specifying the terms of the offer to sell, together with a nonrefundable fee of $300, and the Administrator- does83rd notSession [by(2025) order]– disallow12 the– exemption within the next 5 full business days.

-order] *SB76_R1*disallow –the 12exemption –within the 15.

A transaction involving an offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933, 15(a) U.S.C.A registration statement has been filed under this chapter, but is not effective;

§§ 77a et seq., if:

(a) A registration statement has been filed under this chapter, but is not effective;

§§ 77a et seq., before the consummationcon(b) ofThe securities to be distributed are not required to be registered under the transaction;Securities Act of 1933, 15 U.S.C.

or (b) The securities to be distributed are not required to be registered under the Securities Act of 1933, 15 U.S.C.

18.- 83rd Session (2025) – 13 – more promissory notes each of which is directly secured by a first lien on a single parcel of real estate, or a transaction involving the offer to sell or sale of participation interests in the notes if the notes and participation interests are originated by a depository institution and are offered and sold subject to the following conditions:

A transaction involving the offer to sell or sale of one or more promissory notes each of which is directly secured by a first lien on a single parcel of real estate, or a transaction involving the offer to sell or sale of participation interests in the notes if the notes - *SB76_R1* – 13 – and participation interests are originated by a depository institution and are offered and sold subject to the following conditions:

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 notes and interests are originated by a mortgagee approved by the Secretary of Housing and Urban Development under sections 203 and 211are ofoffered or sold, subject to the conditions specified inb, subsection 18, to a depository institution or insurance company, the Federal Home Loan Mortgage Corporation, the Federal National HousingMortgage Act,Association 12or U.S.C.the Government National Mortgage Association.

§§ 1709 and 1715b, and are offered or sold, subject to the conditions specified in subsection 18, to a depository institution or insurance company, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Government National Mortgage Association.

21.secured by a lien on real estate, or participating interests in those notes, by a mortgage company licensed pursuant to chapter 645B of NRS to engage in those transactions.

A transaction involving one or more promissory notes secured by a lien on real estate, or participating interests in those notes, by a mortgage company licensed pursuant to chapter 645B of NRS to engage in those transactions.

§ 77c(a)(11)- and83rd RuleSession 147(2025) or– 147A14 of– the Securities and Exchange Commission, 17 C.F.R.

§ 230.147 or 230.147A.230.147A.ities and Exchange (b) The transaction satisfies any requirements established by the Administrator by regulation pursuant to NRS 90.533.

(c) For a transaction involving the sale of a security to a Nevada certified investor described in paragraph (b) Theof subsection 1 of NRS 90.257, the transaction satisfieswould anynot requirementsresult establishedin bythe Nevada certified investor investing more than 10 percent of the Administratornet worth of the investor in securities that were purchased by regulationthe Nevada certified investor in transactions exempt from NRS 90.460 and 90.560 pursuant to NRSthis 90.533.subsection.

(c) For a transaction involving the sale of a security to a Nevada certified investor described in paragraph (b) of subsection 1 of NRS 90.257, the transaction would not result in the Nevada certified - *SB76_R1* – 14 – investor investing more than 10 percent of the net worth of the investor in securities that were purchased by the Nevada certified investor in transactions exempt from NRS 90.460 and 90.560 pursuant to this subsection.

(1) A complete set of his or her fingerprints and written permission authorizing the Administrator to submit the fingerprints to the Central Repository for Nevada Records of Criminal HistoryHistorynts 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;

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

Sec.

[All] Except as otherwise provided in subsections 3 and 4 of section 6 of this act and subsection 3,2 of section 7 of this act, all money received by the Division [oror the Administrator]Administrator pursuant to this chapter must be deposited with the [state] State Treasurer for credit to the State General Fund.

3.- 83rd Session (2025) – 15 – Sec.

Not more than $500,000 of the money received by the Administrator each fiscal year as a result of an action for the enforcement of the provisions of this chapter must be deposited with the State Treasurer for credit to the Fund for the Compensation of Victims of Securities Fraud created by section 6 of this act.

Sec.

Except as otherwise provided in this section and NRS 1.4683, 1.4687, 1A.110, 3.2203, 41.0397, 41.071, 49.095, 49.293, 62D.420, 62D.440, 62E.516, 62E.620, 62H.025, 62H.030, - *SB76_R1* – 15 – 62H.170, 62H.220, 62H.320, 75A.100, 75A.150, 76.160, 78.152, 80.113, 81.850, 82.183, 86.246, 86.54615, 87.515, 87.5413,87.5413,2, 87A.200, 87A.580, 87A.640, 88.3355, 88.5927, 88.6067, 88A.345, 88A.7345, 89.045, 89.251, 90.730, 91.160, 116.757, 116A.270, 116B.880, 118B.026, 119.260, 119.265, 119.267, 119.280, 119A.280, 119A.653, 119A.677, 119B.370, 119B.382, 120A.640, 120A.690, 125.130, 125B.140, 126.141, 126.161, 126.163, 126.730, 127.007, 127.057, 127.130, 127.140, 127.2817, 128.090, 130.312, 130.712, 136.050, 159.044, 159A.044, 164.041, 172.075, 172.245, 176.01334, 176.01385, 176.015, 176.0625, 176.09129, 176.156, 176A.630, 178.39801, 178.4715, 178.5691, 178.5717, 179.495, 179A.070, 179A.165, 179D.160, 180.600, 200.3771, 200.3772, 200.5095, 200.604, 202.3662, 205.4651, 209.392, 209.3923, 209.3925, 209.419, 209.429, 209.521, 211A.140, 213.010, 213.040, 213.095, 213.131, 217.105, 217.110, 217.464, 217.475, 218A.350, 218E.625, 218F.150, 218G.130, 218G.240, 218G.350, 218G.615, 224.240, 226.462, 226.796, 228.270, 228.450, 228.495, 228.570, 231.069, 231.1285, 231.1473, 232.1369, 233.190, 237.300, 239.0105, 239.0113, 239.014, 239B.026, 239B.030, 239B.040, 239B.050, 239C.140, 239C.210, 239C.230, 239C.250, 239C.270, 239C.420, 240.007, 241.020, 241.030, 241.039, 242.105, 244.264, 244.335, 247.540, 247.545, 247.550, 247.560, 250.087, 250.130, 250.140, 250.145, 250.150, 268.095, 268.0978, 268.490, 268.910, 269.174, 271A.105, 281.195, 281.805, 281A.350, 281A.680, 281A.685, 281A.750, 281A.755, 281A.780, 284.4068, 284.4086, 286.110, 286.118, 287.0438, 289.025, 289.080, 289.387, 289.830, 293.4855, 293.5002, 293.503, 293.504, 293.558, 293.5757, 293.870, 293.906, 293.908, 293.909, 293.910, 293B.135, 293D.510, 331.110, 332.061, 332.351, 333.333, 333.335, 338.070, 338.1379, 338.1593, 338.1725, 338.1727, 348.420, 349.597, 349.775, 353.205, 353A.049, 353A.085, 353A.100, 353C.240, 353D.250, 360.240, 360.247, 360.255, 360.755, 361.044, 361.2242, 361.610, 365.138, 366.160, 368A.180, 370.257, 370.327, 372A.080, 378.290, 378.300, 379.0075, 379.008, 379.1495, 385A.830, 385B.100, 387.626, 387.631, 388.1455, 388.259, 388.501, 388.503, 388.513, 388.750, 388A.247, 388A.249, 391.033, 391.035, 391.0365, 391.120, 391.925, 392.029, 392.147, 392.264, 392.271, 392.315, 392.317, 392.325, 392.327, 392.335, 392.850, 393.045, 394.167, 394.16975, 394.1698, 394.447, 394.460, 394.465, 396.1415, 396.1425, 396.143, - 83rd Session (2025) – 16 – 396.159, 396.3295, 396.405, 396.525, 396.535, 396.9685, 398A.115, 408.3885, 408.3886, 408.3888, 408.5484, 412.153, 414.280, 416.070, 422.2749, 422.305, 422A.342, 422A.350, 425.400, 427A.1236, 427A.872, 427A.940, 432.028, 432.205, 432B.175, 432B.280, 432B.290, 432B.4018, 432B.407, 432B.430, 432B.560, 432B.5902, 432C.140, 432C.150, 433.534, 433A.360,433A.360,, - *SB76_R1* – 16 – 439.4941, 439.4988, 439.5282, 439.840, 439.914, 439A.116, 439A.124, 439B.420, 439B.754, 439B.760, 439B.845, 440.170, 441A.195, 441A.220, 441A.230, 442.330, 442.395, 442.735, 442.774, 445A.665, 445B.570, 445B.7773, 449.209, 449.245, 449.4315, 449A.112, 450.140, 450B.188, 450B.805, 453.164, 453.720, 458.055, 458.280, 459.050, 459.3866, 459.555, 459.7056, 459.846, 463.120, 463.15993, 463.240, 463.3403, 463.3407, 463.790, 467.1005, 480.535, 480.545, 480.935, 480.940, 481.063, 481.091, 481.093, 482.170, 482.368, 482.5536, 483.340, 483.363, 483.575, 483.659, 483.800, 484A.469, 484B.830, 484B.833, 484E.070, 485.316, 501.344, 503.452, 522.040, 534A.031, 561.285, 571.160, 584.655, 587.877, 598.0964, 598.098, 598A.110, 598A.420, 599B.090, 603.070, 603A.210, 604A.303, 604A.710, 604D.500, 604D.600, 612.265, 616B.012, 616B.015, 616B.315, 616B.350, 618.341, 618.425, 622.238, 622.310, 623.131, 623A.137, 624.110, 624.265, 624.327, 625.425, 625A.185, 628.418, 628B.230, 628B.760, 629.043, 629.047, 629.069, 630.133, 630.2671, 630.2672, 630.2673, 630.2687, 630.30665, 630.336, 630A.327, 630A.555, 631.332, 631.368, 632.121, 632.125, 632.3415, 632.3423, 632.405, 633.283, 633.301, 633.427, 633.4715, 633.4716, 633.4717, 633.524, 634.055, 634.1303, 634.214, 634A.169, 634A.185,637.145,, 634B.730,6637B.192,635637B.288,.15638.087,62,638.089,, 635.111, 635.158, 636.262, 636.342, 637.085, 637.145, 637B.192, 637B.288, 638.087, 638.089, 639.183, 639.2485, 639.570, 640.075, 640.152, 640A.185, 640A.220, 640B.405, 640B.730, 640C.580, 640C.600, 640C.620, 640C.745, 640C.760, 640D.135, 640D.190, 640E.225, 640E.340, 641.090, 641.221, 641.2215, 641A.191, 641A.217, 641A.262, 641B.170, 641B.281, 641B.282, 641C.455, 641C.760, 641D.260, 641D.320, 642.524, 643.189, 644A.870, 645.180, 645.625, 645A.050, 645A.082, 645B.060, 645B.092, 645C.220, 645C.225, 645D.130, 645D.135, 645G.510, 645H.320, 645H.330, 647.0945, 647.0947, 648.033, 648.197, 649.065, 649.067, 652.126, 652.228, 653.900, 654.110, 656.105, 657A.510, 661.115, 665.130, 665.133, 669.275, 669.285, 669A.310, 670B.680, 671.365, 671.415, 673.450, 673.480, 675.380, 676A.340, 676A.370, 677.243, 678A.470, 678C.710, 678C.800, 679B.122, 679B.124, 679B.152, 679B.159, 679B.190, 679B.285, 679B.690, 680A.270, 681A.440, 681B.260, 681B.410, 681B.540,- 683A.0873,83rd 685A.077,Session 686A.289,(2025) 686B.170,– 686C.306,17 – 687A.060, 687A.115, 687B.404, 687C.010, 688C.230, 688C.480,688C.480,, 688C.490, 689A.696, 692A.117, 692C.190, 692C.3507, 692C.3536, 692C.3538, 692C.354, 692C.420, 693A.480, 693A.615, 696B.550, 696C.120, 703.196, 704B.325, 706.1725, 706A.230, 710.159, 711.600, and section 3 of this act, sections 35, 38 and 41 of chapter 478, Statutes of Nevada 2011 and section 2 of chapter 391, Statutes of Nevada 2013 and unless otherwise declared by law to be - *SB76_R1* – 17 – confidential, all public books and public records of a governmental entity must be open at all times during office hours to inspection by any person, and may be fully copied or an abstract or memorandum may be prepared from those public books and public records.

This section does not supersede or in any manner affect the federal laws governing copyrights or enlarge, diminish or affect in any other manner the rights of a person in any written book or record which is copyrighted pursuant to federal law.

Nothing in this subsection requires a governmental entity tomeans provide a copy of aan publicelectronic recordmedium if:ord in an electronic format or by means(a) ofThe anpublic electronicrecord: medium if:

(a) The public record:

or - 83rd Session (2025) – 18 – (2) Require the production of information that is confidential and that cannot be redacted, deleted, concealed or separated from information that is not otherwise confidential.

An officer, employee or agent of a governmental entity who has(a) Shall not refuse to provide a copy of that public record in the medium that is requested because the officer, employee or agent has legalalready custodyprepared or controlwould ofprefer to provide the copy in a publicdifferent record:medium.

(a)(b) ShallExcept notas refuseotherwise toprovided providein aNRS copy239.030, ofshall, thatupon publicrequest, recordprepare in the mediumcopy thatof isthe requestedpublic becauserecord theand officer,shall employeenot orrequire agentthe hasperson alreadywho preparedhas orrequested wouldthe prefercopy to provideprepare the copy inhimself aor differentherself. medium.

(b) Except as otherwise provided in NRS 239.030, shall, upon request, prepare the copy of the public record and shall not require - *SB76_R1* – 18 – the person who has requested the copy to prepare the copy himself or herself.

H~~~~~ 25 - *SB76_R1*83rd Session (2025)