Securities Filing - Form D (Texas Notice Filing)

SEC FORM D — TEXAS NOTICE FILING WORKSHEET AND CHECKLIST

Texas-Specific Notice. Under Tex. Gov't Code § 4005.012 and 7 Tex. Admin. Code § 109.4, an issuer of "federal covered securities" relying on Rule 506(b) or Rule 506(c) of Regulation D must make a Texas notice filing by submitting a copy of its federal Form D with the Texas Securities Commissioner and paying the Texas notice fee. Under 7 Tex. Admin. Code § 133.15, the filing fee is one-tenth of one percent (0.1%) of the aggregate amount of the offering, capped at $500. The filing is due no later than 15 calendar days after the first sale of securities in Texas (the same deadline as the federal Form D). Both the notice and the fee must be submitted through the Electronic Filing Depository ("EFD") System operated by NASAA at www.efdnasaa.org.

1. OFFERING OVERVIEW

Issuer Name: [________________________________]
State/Country of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Limited Partnership ☐ Business Trust ☐ Other: [____]
Texas SOS File No. (if applicable): [________________________________]
CIK (if any): [________________________________]
Date of First Sale (any state): [__/__/____]
Date of First Sale in Texas: [__/__/____]
Texas Notice Filing Due Date: 15 calendar days after Texas first sale = [__/__/____]
Federal Exemption Claimed: ☐ Rule 504 ☐ Rule 506(b) ☐ Rule 506(c)
Filing Type: ☐ Initial ☐ Amendment

2. TEXAS FILING ROUTE SELECTION

☐ Rule 506(b) or 506(c) — Federal Covered Security. Texas notice filing required under Tex. Gov't Code § 4005.012. Submit via EFD; Texas notice fee = 0.1% of aggregate offering amount, capped at $500.

☐ Rule 504 or non-Regulation D offering. This offering is NOT a federal covered security. The offering must be registered under Tex. Gov't Code § 4003.001 OR qualify for a Texas exemption (e.g., the Texas private offering exemption under Tex. Gov't Code § 4005.010 or dealer/agent exemptions). Do NOT use this checklist for Rule 504 offerings without separately confirming the Texas treatment.

3. TEXAS NOTICE FILING CALCULATION

Texas filing fee is $500 for any offering of $500,000 or more.

4. ISSUER INFORMATION (Form D Item 1)

• Exact legal name of Issuer: [________________________________]
• Jurisdiction of Incorporation/Organization: [________________________________]
• Year of Incorporation/Organization: [____]
• Previous names within last 5 years: [________________________________]
• NAICS Code: [____]
• Entity classification (C-corp / S-corp / LLC / LP / Trust / Fund): [________________________________]

5. PRINCIPAL PLACE OF BUSINESS (Item 2)

Address 1: [________________________________]
Address 2: [________________________________]
City / State / ZIP: [________________________________]
Phone: [(___) ___-____]

6. RELATED PERSONS (Item 3)

List each executive officer, director, promoter, and (for LLCs) managing member. Each Related Person must be checked for Rule 506(d) "bad actor" disqualification covered events (including Texas securities orders from the Texas State Securities Board):

Texas "Bad Actor" Note: Rule 506(d) covers persons subject to certain Texas State Securities Board or court orders. Check the Texas State Securities Board enforcement orders at https://www.ssb.texas.gov/news-publications/enforcement before filing.

7. INDUSTRY GROUP (Item 4)

☐ Agriculture ☐ Banking & Finance ☐ Biotechnology ☐ Business Services ☐ Computers ☐ Construction ☐ Energy (☐ Coal Mining ☐ Electric Utilities ☐ Oil & Gas — Texas common) ☐ Environmental Services ☐ Health Care ☐ Manufacturing ☐ Real Estate (☐ Commercial ☐ REITs ☐ Residential) ☐ Retailing ☐ Technology ☐ Telecommunications ☐ Travel ☐ Other: [________________________________]

8. ISSUER SIZE (Item 5)

Revenue Range: ☐ No Revenues ☐ $1–$1M ☐ $1M–$5M ☐ $5M–$25M ☐ $25M–$100M ☐ Over $100M ☐ Decline to Disclose ☐ Not Applicable

9. FEDERAL EXEMPTIONS / EXCLUSIONS (Item 6)

☐ Rule 504(b)(1)(i) ☐ Rule 504(b)(1)(ii) ☐ Rule 504(b)(1)(iii) ☐ Rule 506(b) ☐ Rule 506(c) ☐ Securities Act Section 4(a)(5) ☐ Investment Company Act Section 3(c) — specify subsection: [____]

10. TYPE OF FILING (Item 7)

☐ New Notice ☐ Amendment

11. DATE OF FIRST SALE (Item 8)

First sale date (any state): [__/__/____] ☐ Yet to occur

First sale date in Texas: [__/__/____]

12. DURATION OF OFFERING (Item 9)

☐ More than one year ☐ Not more than one year

13. TYPES OF SECURITIES OFFERED (Item 10)

☐ Equity ☐ Debt ☐ Option, Warrant, or Right ☐ Security to be Acquired Upon Exercise ☐ Pooled Investment Fund Interests ☐ Tenant-in-Common ☐ Mineral Property ☐ Other: [________________________________]

14. BUSINESS COMBINATION (Item 11)

☐ Yes ☐ No — Is this a business combination transaction such as a merger, acquisition, or exchange offer?

15. MINIMUM INVESTMENT (Item 12)

Minimum investment accepted from any outside investor: $[____]

16. SALES COMPENSATION (Item 13)

For each person receiving sales compensation (broker-dealer, agent, or finder):

Texas Requirement: Any person acting as a "dealer" or "agent" in Texas must be registered with the Texas State Securities Board under Tex. Gov't Code § 4003.051, unless exempt. The Texas issuer-dealer exemption may apply under Tex. Gov't Code § 4005.

17. OFFERING AND SALES AMOUNTS (Item 14)

18. INVESTORS (Item 15)

Number of non-accredited investors: [____] (MUST be 0 for Rule 506(c))
Total number of investors who have invested: [____]

19. SALES COMMISSIONS & FINDERS' FEES (Item 16)

Sales Commissions: $[____]
Finders' Fees: $[____]

20. USE OF PROCEEDS (Item 17)

Amount of gross proceeds used or proposed to be used for payments to executive officers, directors, or promoters: $[____]

Use of remaining proceeds: ☐ General working capital ☐ Debt repayment ☐ Acquisitions ☐ Research & Development ☐ Real estate acquisition or development ☐ Oil & gas operations ☐ Other: [________________________________]

21. TEXAS NOTICE FILING PROCEDURE

21.1 EFD Submission. File through the Electronic Filing Depository (EFD) at www.efdnasaa.org:
(a) Select "Texas" as the filing jurisdiction
(b) Upload a PDF copy of the federal Form D as accepted by EDGAR
(c) Pay the Texas filing fee via ACH or credit card
(d) Retain the EFD confirmation

21.2 Alternative Paper Filing (Legacy). Texas historically accepted paper filings; the Texas State Securities Board now strongly prefers EFD. Paper filings, if accepted, are sent to:
Texas State Securities Board
208 E. 10th Street, 5th Floor
Austin, Texas 78701

21.3 Amendments. File an amended Texas notice within 15 days of any federal amendment or material change.

21.4 Renewal / Annual Filings. Texas does NOT require annual renewal of the Form 506 notice filing (unlike some states); the Texas notice filing remains effective for the duration of the federal offering. However, an amendment is required for material changes.

22. BAD ACTOR DILIGENCE (Rule 506(d))

☐ The Issuer has conducted factual inquiry regarding each Related Person and each person receiving sales compensation. None is subject to a disqualifying event under Rule 506(d)(1), including:

• SEC disciplinary orders
• SEC cease-and-desist orders for scienter-based anti-fraud violations
• Court injunctions in connection with the purchase or sale of any security
• Orders, judgments, or decrees of any state securities commission (including the Texas State Securities Board) that bar the person from associating with any entity regulated by such commission; engaging in the business of securities; or engaging in savings association or credit union activities; and orders that were entered within the last 10 years based on a finding of fraud or similar conduct
• U.S. Postal Service false representation orders

23. RULE 506(c) VERIFICATION (If Applicable)

If relying on Rule 506(c) and engaging in general solicitation, the Issuer shall take reasonable steps to verify that all investors are accredited, including:
☐ Review of IRS Forms W-2, 1099, 1040 (income method)
☐ Review of bank/brokerage statements, appraisals, credit report (net worth method)
☐ Written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or CPA
☐ Certification from an existing investor

24. ONGOING TEXAS COMPLIANCE UNDERTAKINGS

24.1 Anti-Fraud. Notwithstanding any exemption, the anti-fraud provisions of Tex. Gov't Code § 4008.052 apply. Any material misstatement or omission in connection with the offer or sale gives rise to rescission rights and/or damages (including attorney's fees).

24.2 Texas Limitations Period. Under Tex. Gov't Code § 4008.203, actions for rescission or damages must generally be brought within three years after the sale, but in no event more than five years after the sale.

24.3 Record Retention. Issuer shall maintain offering records (subscription agreements, accreditation documentation, Form D, EFD confirmations, and correspondence) for at least 5 years following the termination of the offering.

24.4 Sales Literature. All offering materials used in Texas shall be consistent with the Form D and shall not contain material misstatements or omissions.

24.5 Coordination with Texas Dealer Registration. If any Related Person is effecting sales for compensation, that Related Person must qualify for an issuer-dealer/agent exemption under Tex. Gov't Code § 4005 or be registered with the Texas State Securities Board.

25. CERTIFICATION

I, [________________________________], as [________________________________] of the Issuer, having full authority to file on behalf of the Issuer, hereby certify that:

(a) The information set forth in this worksheet and the accompanying Form D is true and correct to the best of my knowledge and belief;
(b) No Related Person is subject to a disqualifying event under Rule 506(d) or Tex. Gov't Code § 4005 exclusions;
(c) The Texas notice filing will be submitted through the EFD system within 15 days after the first sale of securities in Texas;
(d) The Texas filing fee of $[____] (not to exceed $500) has been or will be paid; and
(e) The Issuer will comply with the ongoing obligations set forth in Section 24.

ISSUER: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SOURCES AND REFERENCES

• Texas State Securities Board — Filing Requirements for Regulation D Offerings: https://www.ssb.texas.gov/securities-professionals/regulation-securities/filing-requirements-regulation-d-offerings-texas
• Texas State Securities Board — Forms and Fees: https://ssb.texas.gov/securities-professionals/regulation-securities/forms-and-fees
• Texas State Securities Board — Texas Securities Act (2022 recodification): https://www.ssb.texas.gov/texas-securities-act-2017
• 7 Tex. Admin. Code § 109.4: https://texreg.sos.state.tx.us/
• 7 Tex. Admin. Code § 133.15 (fee schedule)
• Tex. Gov't Code Ch. 4001–4008: https://statutes.capitol.texas.gov/?link=GV
• EFD System (NASAA): https://www.efdnasaa.org
• SEC Form D and Regulation D: https://www.sec.gov/info/smallbus/secg/rule506-regd-offerings-secg.htm
• Rule 506(d) Bad Actor Disqualifications: https://www.sec.gov/info/smallbus/secg/bad-actor-small-entity-compliance-guide