MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Naomi Feinberg, General Counsel & Corporate Secretary, Lumos Analytics Inc. David Lau, Chief Financial Officer, Lumos Analytics Inc.
FROM: Brendan Walsh, Calderwood & Harkness LLP
CC: Robert Adeyemi, Responsible Partner, Calderwood & Harkness LLP Audrey Zhou, Lead Associate, Calderwood & Harkness LLP Jennifer Kwon, Billing Partner, Calderwood & Harkness LLP Michael Sorrentino, Hargrove & Liddell LLP (underwriters' counsel)
DATE: April 2022
RE: State Securities Law ("Blue Sky") Compliance Survey — Proposed Initial Public Offering of Class A Common Stock, par value $0.0001 per share, of Lumos Analytics Inc.
MATTER NO.: 1008-00002
FIRM OFFICE: Calderwood & Harkness LLP, 1 Market Street, Spear Tower, Suite 3600, San Francisco, CA 94105
Right-click to update Table of Contents
I. EXECUTIVE SUMMARY
This memorandum presents a comprehensive, jurisdiction-by-jurisdiction survey of state securities law ("blue sky") requirements applicable to the proposed initial public offering (the "Offering") of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of Lumos Analytics Inc. ("Lumos" or the "Company"), to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA." This survey encompasses all fifty (50) states of the United States, the District of Columbia, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands (collectively, the "Jurisdictions").
Offering Structure. The Offering contemplates the issuance and sale of (i) 12,941,176 primary shares of Class A Common Stock to be issued by the Company (the "Primary Shares") and (ii) 3,500,000 secondary shares of Class A Common Stock (the "Secondary Shares") to be sold by certain selling stockholders, consisting of 2,000,000 shares to be offered by Velthryn Venture Partners Fund IV, L.P. ("Velthryn") and 1,500,000 shares to be offered by Arclight Equity Group Fund VII, L.P. ("Arclight," and together with Velthryn, the "Selling Stockholders"). The preliminary price range for the Offering is $16.00 to $18.00 per share. The underwriters will have an overallotment option (the "Overallotment Option") to purchase up to an additional 2,466,176 shares of Class A Common Stock from the Company, exercisable within 30 days following the date of the final prospectus. At the midpoint of the preliminary price range ($17.00 per share), the gross proceeds to the Company from the sale of the Primary Shares would be approximately $220,000,000 (before underwriting discounts, commissions, and estimated offering expenses).
Underwriters. The Offering will be underwritten on a firm commitment basis by the following underwriting syndicate: Pinnacle Securities LLC ("Pinnacle"), a Delaware limited liability company and FINRA member, serving as lead book-running managing underwriter; Whitfield & Company LLC ("Whitfield"), a Delaware limited liability company, serving as joint book-running managing underwriter; and Graystone Capital Markets Inc. ("Graystone"), a New York corporation, serving as co-manager (collectively, the "Underwriters").
Key Conclusion. Because the Class A Common Stock will be listed on the Nasdaq Global Select Market, a national securities exchange that has been designated by the Securities and Exchange Commission (the "SEC") as having listing standards substantially similar to those of the New York Stock Exchange, the shares of Class A Common Stock being offered in connection with the Offering constitute "covered securities" within the meaning of Section 18(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"), as added by the National Securities Markets Improvement Act of 1996 ("NSMIA"). Accordingly, the Class A Common Stock is exempt from state-level registration and qualification requirements in all Jurisdictions covered by this survey. However, certain residual state-level requirements remain applicable and must be addressed. These include, without limitation: (a) notice filing requirements and associated fee payments in the majority of Jurisdictions; (b) broker-dealer and agent registration requirements applicable to each of the Underwriters and their registered representatives in each Jurisdiction in which shares are offered or sold; and (c) state antifraud provisions, which remain in full force and effect notwithstanding NSMIA preemption.
Scope. This memorandum covers all fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. It is organized to provide: (1) a discussion of the controlling legal framework; (2) a detailed state-by-state analysis of notice filing and fee requirements; (3) an overview of broker-dealer registration obligations; (4) a summary of antifraud considerations; (5) timing and coordination recommendations; and (6) comprehensive summary tables.
This memorandum has been prepared by Calderwood & Harkness LLP in its capacity as issuer's counsel to Lumos and is shared with Hargrove & Liddell LLP, acting as underwriters' counsel, for purposes of inter-counsel coordination in connection with the Offering.
II. LEGAL FRAMEWORK
A. Section 18 of the Securities Act — National Securities Markets Improvement Act of 1996 (NSMIA)
The National Securities Markets Improvement Act of 1996 ("NSMIA"), Pub. L. No. 104-290, 110 Stat. 3416, enacted on October 11, 1996, fundamentally altered the regulatory landscape for securities offerings in the United States by preempting state-level registration and qualification requirements for certain categories of securities designated as "covered securities." Prior to the enactment of NSMIA, issuers conducting a registered public offering were required to comply with the securities registration or qualification requirements of each state in which their securities were offered or sold, in addition to complying with federal registration requirements under the Securities Act. NSMIA was enacted in response to Congressional findings that this dual system of federal and state regulation imposed unnecessary and duplicative costs on capital formation, particularly for issuers whose securities were listed on national securities exchanges that already imposed rigorous listing standards.
Section 18 of the Securities Act, as added by NSMIA and subsequently amended, provides that no state may require the registration or qualification of, or the filing of documents relating to the registration or qualification of, a security that is a "covered security." Section 18(b)(1) defines "covered securities" to include any security listed, or authorized for listing, on the New York Stock Exchange, the Nasdaq Global Select Market (formerly the Nasdaq National Market), the Nasdaq Global Market, or any national securities exchange that the SEC has determined, by rule or order, has substantially similar listing standards to those of the foregoing exchanges. The legislative history of NSMIA makes clear that Congress intended the term "covered security" to be construed broadly so as to encompass securities that are traded on exchanges with rigorous listing standards designed to protect investors.
The Class A Common Stock of Lumos Analytics Inc. has been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. The Nasdaq Global Select Market is specifically enumerated in Section 18(b)(1)(A) of the Securities Act as a national securities exchange whose listed securities qualify as "covered securities." Accordingly, the Class A Common Stock constitutes a "covered security" under Section 18(b)(1), and no state may require the registration, qualification, or merit review of the Class A Common Stock as a condition to its offer or sale in that state.
It is important to note that the preemptive effect of NSMIA applies not only to the state registration and qualification process itself but also to substantive merit review requirements historically imposed by certain states (sometimes referred to as "fair, just, and equitable" standards). States that previously reviewed the terms of public offerings under merit-based standards—including, for example, the states of Texas, Ohio, and California—are precluded by NSMIA from applying such standards to covered securities.
B. Securities Act Section 18(b)(4) — Exemption for Secondary Market Transactions
Section 18(b)(4) of the Securities Act extends the "covered security" designation to certain other categories of transactions, including transactions in securities described in Section 4(a)(2) of the Securities Act (private placements), securities offered and sold pursuant to Regulation D (Rules 501–508), and securities offered pursuant to certain other exemptions. For purposes of this memorandum, it is noteworthy that secondary market transactions in covered securities—that is, trading in Class A Common Stock on the Nasdaq Global Select Market following the completion of the Offering—are also preempted from state registration requirements.
Additionally, with respect to the Secondary Shares being sold by the Selling Stockholders (Velthryn and Arclight), those shares are covered by the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) and will be sold as part of the registered Offering. Accordingly, the Secondary Shares are "covered securities" under Section 18(b)(1) by virtue of their listing (or authorization for listing) on the Nasdaq Global Select Market and are subject to the same preemption analysis as the Primary Shares. No separate state-level registration is required for the Secondary Shares.
C. Residual State Authority Under NSMIA
While NSMIA broadly preempts state registration and qualification requirements for covered securities, NSMIA expressly preserves certain limited areas of state authority. Section 18(c) of the Securities Act delineates these residual powers as follows:
1.  Notice Filings and Fees. Section 18(c)(2) of the Securities Act provides that nothing in Section 18 shall prohibit a state from requiring the filing of any document filed with the SEC pursuant to the Securities Act, together with annual or periodic reports of the value of securities sold or offered to be sold to persons located in the state, and from requiring the payment of a fee. In practice, the vast majority of states have exercised this authority by requiring issuers of covered securities to make "notice filings," typically consisting of the filing of a copy of the federal registration statement (or a cover page referencing such statement) and the payment of a filing fee. The amount of such fees varies by state and may be a flat fee, a fee based on the aggregate offering amount, or a fee based on the number of securities to be offered or sold in the state.
2.  Antifraud Authority. Section 18(c)(1) of the Securities Act expressly preserves the authority of state securities regulators to investigate and bring enforcement actions for fraud or deceit, or for unlawful conduct by a broker-dealer or agent, in connection with securities or securities transactions. This preservation of antifraud jurisdiction is discussed in greater detail in Section VII of this memorandum.
3.  Consent to Service of Process. A number of states require that issuers submit a consent to service of process (or an irrevocable appointment of the state securities administrator as agent for service of process) in connection with notice filings. While the precise legal basis for such requirements varies by state, the general view among practitioners is that such requirements fall within the states' retained authority under NSMIA, inasmuch as they do not constitute registration or qualification requirements but rather are ancillary procedural measures related to the enforcement of state antifraud laws.
4.  Broker-Dealer and Agent Registration. NSMIA does not preempt state authority to require the registration of broker-dealers and their agents. See Section II.D below.
It should also be noted that the Uniform Securities Act (2002), as promulgated by the Uniform Law Commission, has been adopted in whole or in part by a majority of states and provides a degree of harmonization in the treatment of notice filings for covered securities. Specifically, Section 302 of the Uniform Securities Act (2002) provides for a simplified notice filing regime for covered securities. However, not all states have adopted the Uniform Securities Act (2002) or have adopted it with modifications, and accordingly, the requirements vary by jurisdiction. This memorandum addresses each jurisdiction individually.
D. Broker-Dealer Registration Requirements
A critical area of state securities regulation that is not preempted by NSMIA is the requirement that broker-dealers and their agents register in each state in which they conduct business. Section 18 of the Securities Act does not address broker-dealer or agent registration, and accordingly, state authority in this area remains fully operative. Each of the Underwriters—Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc.—is required to be registered as a broker-dealer in each state in which it intends to offer or sell shares of Class A Common Stock in connection with the Offering, unless an exemption from such registration is available under applicable state law. Similarly, each individual registered representative of the Underwriters who participates in the offer or sale of shares must be registered as an agent (or meet the requirements of an applicable exemption) in each relevant jurisdiction.
In connection with this survey, we have coordinated with the compliance departments and designated representatives of the Underwriters, specifically Andrew Castellano and Lisa Drummond of Pinnacle Securities, Derek Kaplan of Whitfield & Company, and Hannah Morales of Graystone Capital Markets, to identify the jurisdictions in which broker-dealer and agent registrations will be required. However, as noted in Section VI of this memorandum, Calderwood & Harkness LLP has not independently verified the registration status of any Underwriter or any of its agents. The responsibility for confirming and maintaining such registrations rests with each Underwriter and with underwriters' counsel, Hargrove & Liddell LLP (Michael Sorrentino and Anika Patel).
III. SURVEY METHODOLOGY
This blue sky survey was prepared by Calderwood & Harkness LLP based on a review of the securities statutes, administrative regulations, and published regulatory guidance of each of the fifty states, the District of Columbia, the Commonwealth of Puerto Rico, and the U.S. Virgin Islands. In conducting this review, we consulted the following sources:
•  State securities statutes. We reviewed the current text of each state's securities act (or comparable legislation), including any amendments enacted through the date of this memorandum.
•  State administrative regulations. We reviewed the administrative rules and regulations promulgated by each state's securities administrator (or equivalent regulatory authority) implementing the applicable securities statutes.
•  Published guidance. We reviewed published interpretive releases, staff no-action letters, administrative orders, and policy statements issued by state securities regulators to the extent relevant to the treatment of covered securities, notice filing requirements, and broker-dealer registration.
•  NASAA resources. We consulted materials published by the North American Securities Administrators Association ("NASAA"), including NASAA's coordinated review and filing programs, model rules, and state-by-state surveys maintained by NASAA.
•  Direct communications. Where necessary to confirm current filing procedures, fee schedules, or interpretive positions, we communicated directly with staff of the applicable state securities administrator's office.
This survey reflects the laws, rules, regulations, and regulatory guidance in effect as of April 2022. We caution that state securities laws are subject to change through legislative amendment, regulatory rulemaking, or administrative interpretation, and we cannot assure that the requirements described herein will remain unchanged after the date of this memorandum. Accordingly, to the extent there is a material delay between the date of this memorandum and the anticipated pricing date of the Offering, we recommend that this survey be supplemented or updated to reflect any intervening changes.
For organizational purposes, the survey is structured as follows:
1.  Section IV presents a state-by-state analysis of notice filing and fee requirements for covered securities, covering all Jurisdictions that impose such requirements, followed by a discussion of Jurisdictions with no notice filing or fee requirements.
2.  Section V addresses the special considerations applicable to the territories of Puerto Rico and the U.S. Virgin Islands.
3.  Section VI discusses broker-dealer and agent registration requirements, including a summary table of requirements by jurisdiction.
4.  Section VII addresses residual state antifraud provisions.
5.  Section VIII sets forth timing and coordination recommendations for the submission of notice filings.
6.  Section IX provides a master summary table covering all Jurisdictions.
IV. STATE-BY-STATE SURVEY — NOTICE FILING AND FEE REQUIREMENTS
A. States Requiring Notice Filing and/or Fee Payment for Covered Securities
The following section presents a jurisdiction-by-jurisdiction analysis of the notice filing and fee requirements applicable to the Offering in each state that imposes such requirements. For each state, we identify the statutory or regulatory basis for the notice filing requirement, the form of filing required, the applicable fee, the filing deadline, and any additional requirements (such as consent to service of process).
Unless otherwise indicated, (i) the "filing" requirement typically consists of a copy of the Company's Registration Statement on Form S-1 (or any amendment thereto, including Amendment No. 1 on Form S-1/A, filed with the SEC on April 14, 2022) and (ii) fees are payable at the time of filing.
1. Alabama.  Statutory Authority: Alabama Securities Act, § 8-6-10, Code of Alabama 1975.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal registration statement (Form S-1/A) with the Alabama Securities Commission, together with a Form NF (Notice Filing for Covered Securities) or such other form as the Commission may prescribe.
Fee: The applicable filing fee is as set forth in the Alabama Securities Commission's fee schedule. The fee is nominal and is payable at the time of filing.
Deadline: The notice filing must be made prior to or concurrent with the first sale of the covered securities in the State of Alabama.
Consent to Service of Process: Not specifically required for notice filings of covered securities, although the Alabama Securities Commission retains authority to require consent to service of process in connection with enforcement proceedings.
Additional Notes: None.
2. Alaska.  Statutory Authority: Alaska Securities Act, AS § 45.56.300 et seq.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Alaska Division of Banking and Securities, Department of Commerce, Community, and Economic Development, together with a consent to service of process executed on behalf of the issuer.
Fee: The applicable filing fee is as set forth in the Alaska Division's fee schedule.
Deadline: The notice filing must be made prior to the first offer or sale of the covered securities in the State of Alaska.
Consent to Service of Process: Yes.
Additional Notes: None.
3. Arizona.  Statutory Authority: Arizona Revised Statutes § 44-1843.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement filed with the SEC, together with a consent to service of process, with the Arizona Corporation Commission, Securities Division.
Fee: The applicable filing fee is as prescribed by the Arizona Corporation Commission.
Deadline: The notice filing must be made prior to the first offer or sale of the covered securities in the State of Arizona.
Consent to Service of Process: Yes.
Additional Notes: Arizona adopted provisions based on the Uniform Securities Act (2002), and the notice filing requirement for covered securities is consistent with Section 302 of the Uniform Securities Act.
4. Arkansas.  Statutory Authority: Arkansas Securities Act, Ark. Code Ann. § 23-42-509.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Arkansas Securities Department, together with a Form NF or such other form as the Department may prescribe.
Fee: The applicable filing fee is as set forth in the Arkansas Securities Department's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
5. California.  Statutory Authority: California Corporations Code § 25102.5.
Notice Filing Required: Yes.
Filing: The issuer must file with the California Department of Financial Protection and Innovation (the "DFPI"), formerly the Department of Corporations, a copy of the Form S-1/A, a notice filing form prescribed by the Commissioner, and a consent to service of process executed on behalf of the issuer.
Fee: The applicable filing fee is calculated based on the aggregate offering price of securities to be sold to persons in the State of California and is payable at the time of filing. The fee schedule is as published by the DFPI and varies depending on the aggregate offering amount.
Deadline: The notice filing must be made prior to the first sale of the covered securities in the State of California.
Consent to Service of Process: Yes.
Additional Notes: Lumos Analytics Inc. is headquartered at 450 Folsom Street, Suite 1200, San Francisco, California 94105, and is qualified to do business in the State of California. Given the Company's California domicile and the likelihood that a significant portion of the Offering proceeds may be attributable to sales in California, prompt compliance with California's notice filing requirements is recommended. California's filing fee, which is based on the aggregate offering price of securities sold in the state, may be among the higher fees payable in the Offering.
6. Colorado.  Statutory Authority: Colorado Securities Act, C.R.S. § 11-51-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Colorado Division of Securities, Department of Regulatory Agencies.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
7. Connecticut.  Statutory Authority: Connecticut Uniform Securities Act, Conn. Gen. Stat. § 36b-21.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Connecticut Department of Banking, Securities and Business Investments Division.
Fee: The applicable filing fee is as prescribed by the Department of Banking.
Deadline: Prior to or concurrent with the first offer or sale in the state.
Consent to Service of Process: Not specifically required for notice filings of covered securities, though the Commissioner retains discretionary authority.
Additional Notes: Connecticut's securities laws are based in part on the Uniform Securities Act.
8. Delaware.  Statutory Authority: Delaware Securities Act, 6 Del. C. § 7309.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Delaware Department of Justice, Division of Securities.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Lumos Analytics Inc. is incorporated in the State of Delaware. The Company's registered agent is Capitol Registered Agents LLC, located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Compliance with Delaware's notice filing requirement is recommended as a priority given the Company's state of incorporation.
9. District of Columbia.  Statutory Authority: D.C. Code § 31-5603.02, District of Columbia Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the District of Columbia Department of Insurance, Securities and Banking.
Fee: The applicable filing fee is as prescribed by the Department.
Deadline: Prior to or concurrent with the first offer or sale in the District of Columbia.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
10. Florida.  Statutory Authority: Florida Statutes § 517.082, Florida Securities and Investor Protection Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Florida Office of Financial Regulation, Division of Securities.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
11. Georgia.  Statutory Authority: Georgia Uniform Securities Act, O.C.G.A. § 10-5-18.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Georgia Securities Division, Office of the Secretary of State.
Fee: The applicable filing fee is as prescribed by the Secretary of State.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Georgia adopted the Uniform Securities Act (2002).
12. Hawaii.  Statutory Authority: Hawaii Uniform Securities Act, HRS § 485A-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Hawaii Department of Commerce and Consumer Affairs, Business Registration Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Hawaii adopted the Uniform Securities Act (2002).
13. Idaho.  Statutory Authority: Idaho Code § 30-14-302, Idaho Uniform Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Idaho Department of Finance, Securities Bureau, together with a consent to service of process.
Fee: The applicable filing fee is as set forth in the Bureau's fee schedule.
Deadline: Prior to or concurrent with the first offer or sale in the state.
Consent to Service of Process: Yes.
Additional Notes: Idaho adopted the Uniform Securities Act (2002).
14. Illinois.  Statutory Authority: Illinois Securities Law of 1953, 815 ILCS 5/2.5.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing and a Form NF with the Illinois Secretary of State, Securities Department.
Fee: The applicable filing fee is as prescribed by the Secretary of State.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings of covered securities.
Additional Notes: Lumos Analytics Inc. is qualified to do business in the State of Illinois. The Company maintains a sales office at 233 South Wacker Drive, Suite 4510, Chicago, Illinois 60606. Illinois is among the priority jurisdictions for notice filing.
15. Indiana.  Statutory Authority: Indiana Uniform Securities Act, IC § 23-19-3-2.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Indiana Securities Division, Office of the Secretary of State.
Fee: The applicable filing fee is as prescribed by the Securities Division.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Indiana adopted the Uniform Securities Act (2002).
16. Iowa.  Statutory Authority: Iowa Uniform Securities Act, Iowa Code § 502.302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Iowa Insurance Division, Securities Bureau.
Fee: The applicable filing fee is as set forth in the Bureau's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Iowa adopted the Uniform Securities Act (2002).
17. Kansas.  Statutory Authority: Kansas Uniform Securities Act, K.S.A. § 17-12a302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Kansas Office of the Securities Commissioner.
Fee: The applicable filing fee is as prescribed by the Securities Commissioner.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Yes.
Additional Notes: Kansas adopted the Uniform Securities Act (2002).
18. Kentucky.  Statutory Authority: Kentucky Securities Act, KRS § 292.400.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Kentucky Department of Financial Institutions, Division of Securities.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
19. Louisiana.  Statutory Authority: Louisiana Securities Law, La. R.S. § 51:709.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Louisiana Office of Financial Institutions, Securities Division.
Fee: The applicable filing fee is as prescribed by the Office of Financial Institutions.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
20. Maine.  Statutory Authority: Maine Revised Statutes, Title 32, Chapter 135, Maine Uniform Securities Act, 32 M.R.S.A. § 16302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Maine Office of Securities, Department of Professional and Financial Regulation.
Fee: The applicable filing fee is as set forth in the Office's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Maine adopted the Uniform Securities Act (2002).
21. Maryland.  Statutory Authority: Maryland Securities Act, Md. Code Ann., Corps. & Ass'ns § 11-501.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Maryland Division of Securities, Office of the Attorney General.
Fee: The applicable filing fee is as prescribed by the Division of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
22. Massachusetts.  Statutory Authority: Massachusetts Uniform Securities Act, M.G.L. ch. 110A, § 302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Massachusetts Securities Division, Office of the Secretary of the Commonwealth.
Fee: The applicable filing fee is as prescribed by the Securities Division.
Deadline: Prior to or concurrent with the first offer or sale in the Commonwealth.
Consent to Service of Process: Yes.
Additional Notes: Massachusetts has historically been among the more active state securities regulators. While the state's authority to require registration of covered securities is preempted by NSMIA, the Massachusetts Securities Division retains broad antifraud enforcement authority. See Section VII for further discussion.
23. Michigan.  Statutory Authority: Michigan Uniform Securities Act, MCL § 451.2302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities and Commercial Licensing Bureau.
Fee: The applicable filing fee is as set forth in the Bureau's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Michigan adopted the Uniform Securities Act (2002).
24. Minnesota.  Statutory Authority: Minnesota Statutes § 80A.56, Minnesota Uniform Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Minnesota Department of Commerce, Securities Unit.
Fee: The applicable filing fee is as prescribed by the Department of Commerce.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Minnesota adopted the Uniform Securities Act (2002).
25. Mississippi.  Statutory Authority: Mississippi Securities Act, Miss. Code Ann. § 75-71-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Mississippi Secretary of State, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Mississippi adopted the Uniform Securities Act (2002).
26. Missouri.  Statutory Authority: Missouri Revised Statutes § 409.3-302, Missouri Uniform Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Missouri Commissioner of Securities, Office of the Secretary of State.
Fee: The applicable filing fee is as prescribed by the Commissioner of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Missouri adopted the Uniform Securities Act (2002).
27. Montana.  Statutory Authority: Montana Securities Act, MCA § 30-10-209.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Montana Commissioner of Securities and Insurance, State Auditor's Office.
Fee: The applicable filing fee is as set forth in the Commissioner's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
28. Nebraska.  Statutory Authority: Nebraska Securities Act, Neb. Rev. Stat. § 8-1108.02.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Nebraska Department of Banking and Finance, Bureau of Securities.
Fee: The applicable filing fee is as prescribed by the Department.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Yes.
Additional Notes: None.
29. Nevada.  Statutory Authority: Nevada Securities Act, NRS § 90.470.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Nevada Secretary of State, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
30. New Hampshire.  Statutory Authority: New Hampshire Uniform Securities Act, RSA § 421-B:3-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the New Hampshire Bureau of Securities Regulation, Department of State.
Fee: The applicable filing fee is as prescribed by the Bureau.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: New Hampshire adopted the Uniform Securities Act (2002).
31. New Jersey.  Statutory Authority: New Jersey Uniform Securities Law, N.J.S.A. § 49:3-60.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the New Jersey Bureau of Securities, Department of Law and Public Safety.
Fee: The applicable filing fee is as prescribed by the Bureau of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
32. New Mexico.  Statutory Authority: New Mexico Securities Act, NMSA 1978, § 58-13C-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the New Mexico Regulation and Licensing Department, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: New Mexico adopted the Uniform Securities Act (2002).
33. New York.  Statutory Authority: Martin Act, N.Y. Gen. Bus. Law Art. 23-A.
Notice Filing Required: No. New York does not impose a notice filing requirement for covered securities listed on the Nasdaq Global Select Market. The New York Attorney General's Bureau of Investor Protection and Securities has not promulgated regulations requiring notice filings from issuers of Nasdaq-listed covered securities.
Fee: Not applicable.
Consent to Service of Process: Not applicable.
Additional Notes: Although New York does not require notice filings for covered securities, the State of New York retains broad antifraud authority under the Martin Act (N.Y. Gen. Bus. Law §§ 352–353). The Martin Act is among the most expansive state antifraud statutes in the United States and does not require proof of scienter or reliance as elements of a cause of action. The New York Attorney General has historically been active in the enforcement of the Martin Act in connection with securities offerings. All offering materials, including the preliminary prospectus, the final prospectus, road show presentations, and testing-the-waters communications, should be prepared with the Martin Act's broad antifraud standards in mind.
Lumos Analytics Inc. is qualified to do business in the State of New York. Calderwood & Harkness LLP maintains offices at 425 Lexington Avenue, 42nd Floor, New York, New York 10017. The Underwriters are headquartered in New York: Pinnacle Securities LLC at 399 Park Avenue, New York, New York 10022; Whitfield & Company LLC at 200 Vesey Street, 38th Floor, New York, New York 10281; and Graystone Capital Markets Inc. at 140 Broadway, 30th Floor, New York, New York 10005.
34. North Carolina.  Statutory Authority: North Carolina Securities Act, N.C.G.S. § 78A-24.1.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the North Carolina Secretary of State, Securities Division.
Fee: The applicable filing fee is as prescribed by the Secretary of State.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
35. North Dakota.  Statutory Authority: North Dakota Securities Act, N.D.C.C. § 10-04-17.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the North Dakota Securities Commissioner, Office of the Securities Commissioner.
Fee: The applicable filing fee is as set forth in the Commissioner's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
36. Ohio.  Statutory Authority: Ohio Revised Code § 1707.091, Ohio Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Ohio Division of Securities, Department of Commerce.
Fee: The applicable filing fee is as prescribed by the Division of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Ohio historically required merit review of public offerings; such authority is preempted by NSMIA for covered securities.
37. Oklahoma.  Statutory Authority: Oklahoma Securities Act, 71 O.S. § 302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing, together with a consent to service of process, with the Oklahoma Department of Securities.
Fee: The applicable filing fee is as prescribed by the Department.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Yes.
Additional Notes: None.
38. Oregon.  Statutory Authority: Oregon Revised Statutes § 59.049.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Oregon Division of Financial Regulation, Department of Consumer and Business Services.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
39. Pennsylvania.  Statutory Authority: Pennsylvania Securities Act of 1972, 70 P.S. § 1-211.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Pennsylvania Department of Banking and Securities, Securities Commission.
Fee: The applicable filing fee is as prescribed by the Securities Commission.
Deadline: Prior to or concurrent with the first sale in the Commonwealth.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
40. Rhode Island.  Statutory Authority: Rhode Island Uniform Securities Act, R.I.G.L. § 7-11-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Rhode Island Department of Business Regulation, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Rhode Island adopted the Uniform Securities Act (2002).
41. South Carolina.  Statutory Authority: South Carolina Uniform Securities Act, S.C. Code Ann. § 35-1-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the South Carolina Attorney General's Office, Securities Division.
Fee: The applicable filing fee is as prescribed by the Securities Division.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: South Carolina adopted the Uniform Securities Act (2002).
42. South Dakota.  Statutory Authority: South Dakota Securities Act, SDCL § 47-31B-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the South Dakota Division of Insurance, Securities Regulation.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: South Dakota adopted the Uniform Securities Act (2002).
43. Tennessee.  Statutory Authority: Tennessee Securities Act, Tenn. Code Ann. § 48-1-113.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Tennessee Department of Commerce and Insurance, Securities Division.
Fee: The applicable filing fee is as prescribed by the Securities Division.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
44. Texas.  Statutory Authority: Texas Securities Act, Tex. Rev. Civ. Stat. Art. 581-18 (§ 18).
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A, together with a consent to service of process, with the Texas State Securities Board.
Fee: The applicable filing fee is calculated based on the aggregate offering amount of securities to be sold in the State of Texas. The fee schedule is published by the Texas State Securities Board and is payable at the time of filing.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Yes.
Additional Notes: Lumos Analytics Inc. is qualified to do business in the State of Texas. The Company maintains a data center and engineering office at 2100 Ross Avenue, Suite 800, Dallas, Texas 75201. Texas is among the priority jurisdictions for notice filing. Texas historically required merit review of public offerings, but such authority is preempted by NSMIA for covered securities. The Texas State Securities Board retains antifraud enforcement authority.
45. Utah.  Statutory Authority: Utah Uniform Securities Act, Utah Code Ann. § 61-1-14.5.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Utah Division of Securities, Department of Commerce.
Fee: The applicable filing fee is as prescribed by the Division of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
46. Vermont.  Statutory Authority: Vermont Securities Act, 9 V.S.A. § 5302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Vermont Department of Financial Regulation, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Vermont adopted the Uniform Securities Act (2002).
47. Virginia.  Statutory Authority: Virginia Securities Act, Va. Code Ann. § 13.1-514.1.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the Form S-1/A with the Virginia State Corporation Commission, Division of Securities and Retail Franchising.
Fee: The applicable filing fee is as prescribed by the State Corporation Commission.
Deadline: Prior to or concurrent with the first sale in the Commonwealth.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: None.
48. Washington.  Statutory Authority: Washington Securities Act, RCW § 21.20.327.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement, together with a consent to service of process, with the Washington Department of Financial Institutions, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Yes.
Additional Notes: None.
49. West Virginia.  Statutory Authority: West Virginia Uniform Securities Act, W. Va. Code § 32-3-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the West Virginia State Auditor's Office, Securities Division.
Fee: The applicable filing fee is as prescribed by the Securities Division.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: West Virginia adopted the Uniform Securities Act (2002).
50. Wisconsin.  Statutory Authority: Wisconsin Statutes § 551.302, Wisconsin Uniform Securities Act.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the registration statement with the Wisconsin Department of Financial Institutions, Division of Securities.
Fee: The applicable filing fee is as prescribed by the Division of Securities.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Wisconsin adopted the Uniform Securities Act (2002).
51. Wyoming.  Statutory Authority: Wyoming Uniform Securities Act, Wyo. Stat. Ann. § 17-4-302.
Notice Filing Required: Yes.
Filing: The issuer must file a copy of the federal filing with the Wyoming Secretary of State, Securities Division.
Fee: The applicable filing fee is as set forth in the Division's fee schedule.
Deadline: Prior to or concurrent with the first sale in the state.
Consent to Service of Process: Not specifically required for notice filings.
Additional Notes: Wyoming adopted the Uniform Securities Act (2002).
B. States with No Notice Filing or Fee Requirements for Covered Securities
Based on our review, the following jurisdiction does not require a notice filing or fee payment for covered securities listed on the Nasdaq Global Select Market:
•  New York. As discussed in Section IV.A.33 above, the State of New York does not require notice filings for covered securities. The Martin Act does not contain a notice filing provision for Nasdaq-listed covered securities, and the New York Attorney General's Office has not promulgated regulations implementing such a requirement. The State of New York does, however, retain antifraud authority under the Martin Act, as discussed in Section VII below.
Certain other jurisdictions may have statutory provisions that technically authorize the imposition of notice filing requirements for covered securities but have not implemented such requirements through regulation or administrative practice. To the extent that any jurisdiction falls into this category, we have identified such jurisdiction above as having an applicable notice filing requirement, in order to ensure compliance in the event that the relevant state securities administrator asserts such a requirement. The more conservative approach of making notice filings even where a state's practice is uncertain is generally recommended.
V. TERRITORIES: PUERTO RICO AND U.S. VIRGIN ISLANDS
A. Puerto Rico
Statutory Authority: Puerto Rico Uniform Securities Act, 10 L.P.R.A. § 881 et seq.
The Commonwealth of Puerto Rico has adopted the Puerto Rico Uniform Securities Act, which is modeled in part on the Uniform Securities Act and incorporates principles consistent with NSMIA. Under the Puerto Rico Uniform Securities Act, securities that are "covered securities" under Section 18(b)(1) of the Securities Act are generally exempt from registration in Puerto Rico.
Notice Filing Required: Yes. The Commissioner of Financial Institutions of Puerto Rico may require that the issuer submit a notice filing consisting of a copy of the federal registration statement and payment of an applicable filing fee.
Fee: The applicable filing fee is as set forth in the fee schedule published by the Office of the Commissioner of Financial Institutions.
Deadline: Prior to or concurrent with the first sale of the covered securities in Puerto Rico.
Consent to Service of Process: May be required in connection with the notice filing.
Broker-Dealer Registration: Each underwriter offering or selling shares in Puerto Rico must be registered as a broker-dealer with the Office of the Commissioner of Financial Institutions, or qualify for an applicable exemption. Confirmation of broker-dealer registrations in Puerto Rico should be obtained from each Underwriter and from underwriters' counsel (Hargrove & Liddell LLP).
Additional Notes: The volume of sales of Class A Common Stock in Puerto Rico is anticipated to be limited. Nonetheless, notice filings and broker-dealer registration should be confirmed in the event that any sales are directed to persons located in Puerto Rico.
B. U.S. Virgin Islands
Statutory Authority: V.I. Code, Title 9, Chapter 27 (Securities Act of the U.S. Virgin Islands).
The U.S. Virgin Islands has adopted a securities act that provides for the regulation of securities offerings within the territory. Covered securities under Section 18(b)(1) of the Securities Act are generally exempt from registration in the U.S. Virgin Islands, consistent with the principles of NSMIA.
Notice Filing Required: The U.S. Virgin Islands may require a notice filing and fee payment in connection with the offer or sale of covered securities in the territory. The specific requirements are set forth in the regulations promulgated by the Lieutenant Governor of the U.S. Virgin Islands, who serves as the chief securities regulator.
Fee: The applicable filing fee, if any, is as set forth in the applicable fee schedule.
Deadline: Prior to or concurrent with the first sale in the territory, if applicable.
Consent to Service of Process: May be required.
Broker-Dealer Registration: Each underwriter offering or selling shares in the U.S. Virgin Islands must be registered as a broker-dealer with the applicable regulatory authority of the U.S. Virgin Islands, or qualify for an applicable exemption. Confirmation of broker-dealer registrations in the U.S. Virgin Islands should be obtained from each Underwriter and from underwriters' counsel.
Additional Notes: The volume of sales in the U.S. Virgin Islands is expected to be minimal. We recommend confirming whether any Underwriter intends to direct sales to persons located in the U.S. Virgin Islands and, if so, ensuring compliance with the territory's notice filing and broker-dealer registration requirements.
VI. BROKER-DEALER AND AGENT REGISTRATION REQUIREMENTS
A. Overview.  As discussed in Section II.D above, NSMIA does not preempt state broker-dealer or agent registration requirements. Each of the Underwriters participating in the Offering—Pinnacle Securities LLC, Whitfield & Company LLC, and Graystone Capital Markets Inc.—must be registered as a broker-dealer (or qualify for an applicable exemption) in each Jurisdiction in which it intends to offer or sell shares of Class A Common Stock. In addition, each individual registered representative of the Underwriters who participates in the solicitation or sale of shares must be registered as an agent (or meet the requirements of an applicable exemption) in each such Jurisdiction.
Broker-dealer registration is typically accomplished through the filing of a Uniform Application for Broker-Dealer Registration (Form BD) with the applicable state securities administrator through the Central Registration Depository ("CRD") system administered by FINRA. Agent registration is similarly accomplished through the filing of a Uniform Application for Securities Industry Registration or Transfer (Form U4) through the CRD system.
Most states require that broker-dealers maintain their registrations on a current basis through annual renewal filings and payment of renewal fees. Registration may be denied, revoked, or suspended by a state securities administrator on grounds specified in the applicable state securities act, including failure to meet financial responsibility requirements, disciplinary actions by other regulators, or findings of statutory disqualification.
B. Underwriter Registration Status
The following is a summary of each Underwriter's registration profile. As noted, Calderwood & Harkness LLP has not independently verified the broker-dealer registration status of any Underwriter or any of its agents. The information below is based on representations made by each Underwriter in connection with the Offering.
Pinnacle Securities LLC. Pinnacle Securities LLC is a Delaware limited liability company registered as a broker-dealer with the SEC and is a member of FINRA. Pinnacle's principal office is located at 399 Park Avenue, New York, New York 10022. Pinnacle is the lead book-running managing underwriter for the Offering. Pinnacle has represented that it is registered as a broker-dealer in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Pinnacle's compliance department (contact: Andrew Castellano, Chief Compliance Officer, and Lisa Drummond, Deputy General Counsel) should confirm that all such registrations are current and in good standing as of the anticipated pricing date.
Whitfield & Company LLC. Whitfield & Company LLC is a Delaware limited liability company registered as a broker-dealer with the SEC and is a member of FINRA. Whitfield's principal office is located at 200 Vesey Street, 38th Floor, New York, New York 10281. Whitfield is the joint book-running managing underwriter for the Offering. Whitfield has represented that it is registered as a broker-dealer in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Whitfield's compliance department (contact: Derek Kaplan, Head of Compliance) should confirm that all such registrations are current and in good standing.
Graystone Capital Markets Inc. Graystone Capital Markets Inc. is a New York corporation registered as a broker-dealer with the SEC and is a member of FINRA. Graystone's principal office is located at 140 Broadway, 30th Floor, New York, New York 10005. Graystone is the co-manager for the Offering. Graystone has represented that it is registered as a broker-dealer in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Graystone's compliance department (contact: Hannah Morales, Chief Compliance Officer) should confirm that all such registrations are current and in good standing.
C. Coordination with Underwriters' Counsel
Hargrove & Liddell LLP, acting as underwriters' counsel (Michael Sorrentino, Partner, and Anika Patel, Associate), has been engaged to independently verify and confirm the broker-dealer and agent registrations of each Underwriter and their registered representatives in each Jurisdiction in which shares of Class A Common Stock will be offered or sold. Calderwood & Harkness LLP's role in connection with broker-dealer registration is limited to identifying the applicable requirements in each Jurisdiction. The ultimate responsibility for ensuring that all broker-dealer and agent registrations are current, in good standing, and in compliance with applicable state law rests with each Underwriter and with Hargrove & Liddell LLP.
We recommend that Hargrove & Liddell LLP provide a written confirmation to the working group, prior to the launch of the road show (or, if the road show has already commenced, promptly upon request), that each Underwriter is properly registered as a broker-dealer in all Jurisdictions in which it intends to offer or sell shares.
D. Summary Table of Broker-Dealer Registration Requirements by State
The following table summarizes the broker-dealer and agent registration requirements applicable in each Jurisdiction. All 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands require broker-dealer registration (subject to certain limited exemptions that may be available in specified circumstances). Agent registration requirements are similarly universal.
Note: "USA (2002) state" indicates that the jurisdiction has adopted the Uniform Securities Act (2002) or a substantially similar version thereof.
VII. ANTIFRAUD PROVISIONS
All states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands retain full antifraud authority under NSMIA. Sect