Coordinated Equity Review (CER) is a program available to issuers seeking to sell equity securities. It provides a uniform state registration procedure designed to coordinate the blue sky registration process in all of the states in which the issuer seeks to sell. In addition to creating uniformity in the review, the program is designed to expedite the registration process, saving the issuer time and money. Of the 46 state securities agencies that register these types of offerings, 36 are currently participating. CER is designed to target stock offerings on the NASDAQ Small Cap, over-the-counter, and other small exchanges. The size of these offerings range from $5 million to $20 million.
Candidates for Coordinated Equity Review (CER)
CER is only available to offerings of common stock, preferred stock, warrants, rights and units comprised of equity securities. Such offerings must also be registered (or seeking registration) with the Securities and Exchange Commission. CER is not available for issuers of blind pool or blank check offerings. The CER program is generally intended for offerings filed on the Forms SB-1 and SB-2.
How to File
- Forms: The issuer should directly submit to each state those forms required by each state in which it seeks to sell directly to that state. These forms are typically (1) the Form U-1 (Uniform Application to Register Securities); (2) the Form U-2 (Consent to Service of Process); (3) the Form U-2A (Form of Corporate Resolution); and (4) the Form CER-1 (Application for Coordinated Equity Review).
- Fees: The issuer is required to remit the payment required by each state in which it seeks to sell its securities. Such payment shall be submitted to that state along with the other documentation.
Pennsylvania's Role as Coordinating State
Pennsylvania acts as the CER program coordinator. In addition to submitting the paperwork to each state in which it seeks to sell, the issuer shall also send the Form CER-1 to the State of Pennsylvania. If the issuer does not seek to sell in Pennsylvania, it should also submit the appropriate registration forms, the offering documents, and the appropriate fee. Pennsylvania is responsible for selecting the two "lead" jurisdictions from those selected by the issuer on the Form CER-1.
Complete instructions are available at:
http://www.nasaa.org/industry___regulatory_resources/corporation_finance/604.cfm, or by calling 1-800-758-6440, Nevada Securities Division, and asking for the packet for small businesses.