The Texas State Securities Board today announced its participation in the nationwide online Electronic Filing Depository (EFD), a system developed to make it more efficient for issuers to offer certain exempt securities offerings throughout the United States and to improve transparency for investors.
Developed by the North American Securities Administrators Association (NASAA), the EFD allows an issuer to submit a Form D for a Regulation D, Rule 506 offering to state securities regulators and pay related fees. The EFD website also enables the public to search and view, free of charge, Form D filings made with state securities regulators through EFD.
Rule 506 of Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act and also provides an exemption for public offerings to verified accredited investors.
Issuers relying on the Rule 506 exemption do not have to register their offerings of securities with the SEC or the Texas State Securities Board, but they must file what is known as a “Form D” with the SEC and the State Securities Board. Form D contains limited information about the securities being offered and the issuer offering those securities.
The EFD system initially will be limited to Form D filings for Regulation D, Rule 506 offerings, but may be expanded to include additional state securities registration and notice filing materials.
The EFD website offers a suite of tools to filers and regulators. The EFD system will be available 24 hours a day, seven days a week, unless the website is undergoing maintenance. In addition to the filing fees required by the states, there is a one-time $150 system use fee for each offering making its filings through EFD. This one-time system fee covers initial, amendment and renewal filings made through EFD.
Issuers or investors with questions about the EFD or a particular offering should contact the Texas State Securities Board at (512) 305-8300.