{"data":{"id":"us-ky/krs-292.370","jurisdiction":"us-ky","citation":"KRS 292.370","heading":"Registration by qualification.","body":"(1) Any security may be registered by qualification.\n(2) A registration statement under this section shall contain the following information\nand be accompanied by the following documents, in addition to payment of the\nregistration fee prescribed in KRS 292.380  and, if required under KRS 292.430, a\nconsent to service of process meeting the requirements of that section:\n(a) With respect to the issuer and any significant subsidiary: its name, address,\nand form of organization; the state or foreign jurisdiction and  date of its\norganization; the general character and location of its business; a description\nof its physical properties and equipment; and a statement of the general\ncompetitive conditions in the industry or business in which it is or will be\nengaged;\n(b) With respect to every director and officer of the issuer, or person occupying a\nsimilar status or performing similar functions: his name, address, and\nprincipal occupation for the past five (5) years; the amount of securities of the\nissuer held by him as o f a specified date within ninety (90) days of the filing\nof the registration statement; the amount of the securities covered by the\nregistration statement to which he has indicated his intention to subscribe; and\na description of any material interest in a ny material transaction with the\nissuer or any subsidiary effected within the past three (3) years or proposed to\nbe effected by him or any of his associates as defined in the rules promulgated\nunder the Securities Exchange Act of 1934;\n(c) With respect to persons covered in paragraph (b): the remuneration paid to all\nsuch persons in the aggregate during the past twelve (12) months, and\nestimated to be paid during the next twelve (12) months, directly or indirectly,\nby the issuer (together with all predeces sors, parents, and subsidiaries), and\nthe amount paid and to be paid to each of those who received or are to receive\nmore than fifteen thousand dollars ($15,000);\n(d) With respect to any person not named in paragraph (b), owning of record, or\nbeneficially, if known, ten percent (10%) or more of the outstanding shares of\nany class of equity security of the issuer: the information specified in\nparagraphs (b) and (c) other than his occupation;\n(e) With respect to every promoter, not named in paragraphs (b) and  (d), if the\nissuer was organized within the past three (3) years: the information specified\nin paragraphs (b) and (c), any amount paid to him by the issuer within that\nperiod or intended to be paid to him, and the consideration for any such\npayment;\n(f) The capitalization and long -term debt (on both a current and pro forma basis)\nof the issuer and any significant subsidiary, including a description of each\nsecurity outstanding or being registered or otherwise offered, and a statement\nof the amount and kind of consideration (whether in the form of cash, physical\nassets, services, patents, good will, or anything else) for which the issuer or\nany subsidiary has issued any of its securities within the past two (2) years or\nis obligated to issue any of its securities;\n(g) The kind and amount of securities to be offered; the amount to be offered in\nthis state; the proposed offering price or the method by which it is to be\ncomputed; and any variation therefrom at which any portion of the offering is\nto be made to a ny persons or class of persons, other than the underwriters,\nwith a specification of such person or class; the basis upon which the offering\nis to be made if otherwise than for cash; the estimated aggregate underwriting\nand selling discounts or commissions  and finders' fees (including separately,\ncash, securities, contracts, or anything else of value to accrue to the\nunderwriters or finders in connection with the offering); the estimated\namounts of other selling expenses, including legal, engineering, and\naccounting charges; the name and address of every underwriter and every\nrecipient of a finder's fee; a copy of any underwriting or selling -group\nagreement pursuant to which the distribution is to be made, or the proposed\nform of any such agreement whose terms have not yet been determined; and a\ndescription of the plan of distribution of any securities which are to be offered\notherwise than through an underwriter;\n(h) The estimated cash proceeds to be received by the issuer from the offering; the\npurposes for which the proceeds are to be used by the issuer; the amount to be\nused for each purpose; the order or priority in which the proceeds will be used\nfor the purposes stated; the amounts of any funds to be raised from other\nsources to achieve the purposes stated, and the sources of any such funds; and,\nif any part of the proceeds is to be used to acquire any property (including\ngood will) otherwise than in the ordinary course of business, the names and\naddresses of the vendors, the purchase price, the cost bas is or book value of\nthe assets in the hands of the vendors (if they are officers, directors, partners,\nor controlling shareholders of the issuer), the names of any persons who have\nreceived commissions in connection with the acquisition and the amounts of\nany such commissions and any other expenses in connection with the\nacquisition (including the cost of borrowing money to finance the acquisition);\n(i) A description of any stock options or other security options outstanding, or to\nbe created in connection with the offering, together with the amount of any\nsuch options held or to be held by every person required to be named in\nparagraph (b), (c), (d), (e), (g), or (h) and by any person who holds or will hold\nten percent (10%) or more in the aggregate of any such options;\n(j) The dates of, parties to, and general effect, concisely stated, of every\nmanagement, employment, or other material contract made or to be made\notherwise than in the ordinary course of business if it is to be performed in\nwhole or in part at or after the filing of the registration statement or was made\nwithin the past two (2) years, together with a copy of every such contract; and\na description of any pending litigation or proceeding to which the issuer or\nany of its significant subsidiaries is a party and which may materially affect its\nbusiness or assets (including any such litigation or proceeding known to be\ncontemplated by governmental authorities);\n(k) The states in which a registration statement or similar document in connection\nwith the offering has been or is expected to be filed;\n(l) Any adverse order, judgment, or decree previously entered in connection with\nthe offering by any court or the Securities and Exchange Commission;\n(m) A copy of any prospectus or circular intended as of the effective date to be\nused in connection with the offering;\n(n) A specimen or copy of the security being registered; a copy of the issuer's\narticles of incorporation and bylaws, as currently in effect;  and a copy of any\nindenture or other instrument covering the security to be registered;\n(o) A signed or conformed copy of an opinion of counsel, as to the legality of the\nsecurity being registered (with an English translation if it is in a foreign\nlanguage), which shall state, in addition to such matters as the commissioner\nmay request whether the security when sold will be legally issued, fully paid,\nand nonassessable, and, if a debt security, a binding obligation of the issuer,\nand whether or not the off ering, as contemplated in the registration statement\nwill comply with the requirements of any claimed exemption from the\nregistration provisions of the Securities Act of 1933;\n(p) Financial statements of the issuer that meet the following requirements:\n1. If the maximum proceeds to be received from the offering do not exceed\ntwo million dollars ($2,000,000), a balance sheet as of the end of the\nmost recent fiscal year and, if the date of the most recent fiscal year end\nis more than four (4) months prior to the date of filing, a balance sheet as\nof a date within four (4) months prior to the filing of the registration\nstatement; and statements of income for the last fiscal year preceding the\ndate of the most recent balance sheet filed and for the period, if an y,\nbetween the close of such fiscal year and the date of the most recent\nbalance sheet filed. The balance sheet and income statement for the most\nrecent fiscal year shall be audited if the financial statements have\npreviously been audited for other purpose s. Otherwise, all financial\nstatements may be unaudited;\n2. If the maximum proceeds to be received from the offering do not exceed\nfive million dollars ($5,000,000), a balance sheet as of the end of the\nmost recent fiscal year and, if the date of the most recent fiscal year end\nis more than four (4) months prior to the date of filing, a balance sheet as\nof a date within four (4) months prior to the filing of the registration\nstatement; and statements of income, cash flows, and changes in\nstockholders equity  for each of the two (2) fiscal years preceding the\ndate of the most recent balance sheet filed and for the period, if any,\nbetween the close of the most recent of the fiscal years and the date of\nthe most recent balance sheet filed. The balance sheet and statements of\nincome, cash flows, and changes in stockholders equity for the most\nrecent fiscal year shall be audited; all other financial statements may be\nunaudited;\n3. If the maximum proceeds to be received from the offering exceed five\nmillion dollars ($5,000,000), a balance sheet as of the end of the most\nrecent fiscal year and, if the date of the most recent fiscal year end is\nmore than four (4) months prior to the date of filing, a balance sheet as\nof a date within four (4) months prior to the filing  of the registration\nstatement; and statements of income, cash flows, and changes in\nstockholders equity for each of the three (3) fiscal years preceding the\ndate of the most recent balance sheet filed and for the period, if any,\nbetween the close of the m ost recent of the fiscal years and the date of\nthe most recent balance sheet filed. The balance sheet and statements of\nincome, cash flows, and changes in stockholders equity for the most\nrecent fiscal year shall be audited; all other financial statements may be\nunaudited;\n4. Notwithstanding the provisions of this paragraph, if the issuer has been\nin existence for less than one (1) fiscal year, the balance sheet shall be as\nof a date not more than four (4) months prior to the date of filing of the\nregistration statement, and the statements of income, cash flows, and\nchanges in stockholders equity shall be for the period from inception\nthrough the date of the balance sheet filed;\n5. If any part of the proceeds of the offering is to be applied to the purchase\nof any business whose annual sales or revenues for its most recent fiscal\nyear are in excess of twenty percent (20%) of the issuer's sales or\nrevenues for its most recent fiscal year or involves the acquisition of\nassets in excess of twenty percent (20%) o f the issuer's assets as of its\nmost recent fiscal year end, except as specifically exempted by the\ncommissioner, the same financial statements which would be required if\nthat business were the issuer shall be filed;\n6. The commissioner, where necessary or  appropriate in the public interest\nor for the protection of investors, may permit the omission of one (1) or\nmore of the financial statements or the substitution of appropriate\nstatements of comparable character, and may waive the requirement that\nthe financial statements be audited; and\n7. The financial statements required by this subsection shall be prepared as\nto form and content in accordance with generally accepted accounting\nprinciples;\n(q) The written consent of an accountant, engineer, appraiser, o r other person\nwhose profession gives authority to a statement made by him, if the person is\nnamed as having prepared or certified a report or valuation (other than a\npublic and official document or statement) which is used in connection with\nthe registration statement; and\n(r) Such additional information as the commissioner requires by rule or order.","path":["KRS Chapter 292"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=15551","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:23Z","sha256":"5d2816caefc4a9ba0636b23b017458729c57776c59f8e87f043d339451c5f408","source_id":"us-ky","stale":false,"prev":"us-ky/krs-292.360","next":"us-ky/krs-292.380"},"notice":"GroundRules: Original legal text. Not legal advice."}