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Can I offer a freemium version of my product or service in Nebraska? What are the requirements?

Offering a Freemium Version of a Product or Service in Nebraska

If you are offering a freemium version of your product or service in Nebraska, it is important to ensure compliance with the state’s securities laws and regulations.

Under the Nebraska Securities Act, an “offer” is defined as “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.” [NEAC 48-03-02] If the freemium version of your product or service involves the offer of securities, it may be subject to registration or qualification requirements under the Act.

However, it is important to note that the circulation of a preliminary offering document for a federal covered security does not constitute an “offer” under the Act, provided that the document complies with the provisions of Regulation S-K, 17 CFR Part 229, and is circulated by a broker-dealer registered in Nebraska or by an issuer exempt from such registration pursuant to Section 8-1101(2)(b) of the Act. [NEAC 48-03-03]

Therefore, if your freemium version involves the offer of federal covered securities, it may be exempt from registration or qualification requirements under the Act. However, it is recommended to consult with a securities attorney or seek guidance from the Nebraska Department of Banking and Finance to ensure compliance with the state’s securities laws and regulations.

In summary, if you are offering a freemium version of your product or service in Nebraska that involves the offer of securities, it may be subject to registration or qualification requirements under the Nebraska Securities Act. However, if the freemium version involves the offer of federal covered securities and complies with the provisions of Regulation S-K, it may be exempt from such requirements. It is recommended to seek guidance from a securities attorney or the Nebraska Department of Banking and Finance to ensure compliance.

Jurisdiction

Nebraska