Applications to register convertible securities, assessment options, warrants, or other rights to subscribe to securities

The procedures set forth herein are intended to facilitate preparation of applications to register the above-referenced securities. Such applications should be made in accordance with the following:
 
1. Convertible Securities. A sale or offer for sale of a convertible security is deemed to be an offer to sell the security into which it may be converted (A.R.S. §44-1801(8)). Hence, application must be made to register both the convertible security and the security into which it may be converted. The fee for registration is based on the aggregate amount of the convertible security to be registered.
 
The registration of securities to be acquired pursuant to the conversion must be effective at the time of exchange unless an exemption from A.R.S. §44-1841 is available.
 
2. Rights to Subscribe/Warrants. A sale or offer for sale of a right to subscribe, option, warrant, or other similar right (collectively “right”) is deemed to be an offer to sell the security underlying such right (A.R.S. §44-1801(8)). Hence, application must be made to register both the right and the underlying security. The fee for registration is based on the aggregate amount of the rights and the underlying securities.
 
The registration of the underlying securities must be effective at the time the right is exercised unless an exemption from A.R.S. §44-1841 is available.
 
3. Assessments. A sale or offer for sale of securities which are assessable is deemed to be an offer to sell the assessments as a separate security. Hence, application must be made to register both the security and the assessment. The fee for registration is based on the aggregate amount of the security and the assessment.
 
The registration of the assessment must be effective at the time it is called, unless an exemption from A.R.S. §44-1841 is available.
 
 
 
 
This substantive policy statement is advisory only.  A substantive policy statement does not include internal procedural documents that only affect the internal procedures of the agency and does not impose additional requirements or penalties on regulated parties or include confidential information or rules made in accordance with the Arizona administrative procedure act.  If you believe that this substantive policy statement does impose additional requirements or penalties on regulated parties you may petition the agency under section 41‑1033, Arizona Revised Statutes, for a review of the statement.