Miss. Code Ann. § 75-72-104: Transactions exempted from registration requirements.

The following transactions are exempted from the registration requirements of this chapter.

(a) Any offer made by an issuer to purchase its own equity securities or the equity securities of a subsidiary at least two-thirds (2/3) of the equity securities of which are owned either of record or beneficially by the issuer;

(b) An offer effected by or through a broker-dealer in the ordinary course of his business without solicitation of offers to sell equity securities of the subject company;

(c) An offer made to the owners of equity securities of a subject company with less than fifty (50) owners of record at the time of the offer;

(d) An offer or offers to purchase equity securities which, if accepted, will result in the offeror’s purchasing two percent (2%) or less of the outstanding equity securities of the same class during the preceding twelve-month period;

(e) An offer in which the consideration consists, in whole or in part, of securities registered under the United States Securities Act of 1933;

(f) An offer which the Secretary of State by order, after notice to the offeror and to the subject company and opportunity to respond, shall exempt from the provisions of this law as not being made, or to be made, for the purpose of, and not having the effect of, or to have the effect of, changing or influencing the control of the subject company, or otherwise as not comprehended within the purposes of Sections 75-72-101 through 75-72-121; or

(g) An offer which is subject to substantive administrative review of its terms and conditions by a federal or state agency and which the Secretary of State determines by rule, regulation or order has met the purposes of Sections 75-72-101 through 75-72-121.