The amendments effectively follow the new integration exemptions for federal crowdfunding offerings found in U.S. Securities and Exchange Commission Rule 147. Offers or sales made in reliance on the MNvest crowdfunding statute will not be integrated with: 1. Offers or sales of securities made prior to commencement of a MNvest offering or 2. Offers or sales of securities made after completion of a MNvest offering that are: A. Registered offerings under the Securities Act of 1933; or B. Exempt from registration under SEC Regulation A; C. Exempt from registration under SEC Rule 701 (dealing with equity offered to employees as compensation); D. Made pursuant to an employee benefit plan; E. Exempt from registration under SEC Regulation S (dealing with equity offerings outside the United States; F. Exempt from registration under the federal crowdfunding securities exemption; G. Made more than six months after completion of a MNvest offering. The amendment notes also that “for purposes of clarity” the new section does not permit a MNvest issuer to conduct simultaneous securities offerings. Isolated Sales Sales by a nonissuer of securities to no more than ten purchasers in Minnesota during any period of twelve consecutive months are exempt from registration as are nonissuer transactions by or through a broker dealer where the security has been in the hands of the public for at least 90 days. The exemption covers sales or offers to sell to an institutional investor; an accredited investor; a federal covered investment advisor, or any other person exempted by rule promulgated by the Commissioner of the Minnesota Department of Commerce. Limited Offerings Sales by a company to no more than 35 persons in Minnesota during any consecutive twelve month period are exempt from registration if the following conditions are met: • the company reasonably believes that all the buyers in Minnesota (other than institutional investors) are purchasing for investment; • no commission or remuneration is paid or given directly or indirectly to a person other than a broker-dealer or a registered agent for soliciting a prospective purchaser in Minnesota; • no general solicitation or general advertising is made in connection with the sale or offer to sell the security; and • notice has been filed with the Minnesota Department of Commerce at least ten days in advance of any sale or such a shorter period as permitted by the Department. However, an issuer who makes sales to ten or fewer purchasers in Minnesota during any twelve consecutive months is not required to provide this.
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