neither the seller, nor any person acting on the seller's behalf, offers or sells securities by general solicitation or advertising;
the seller and prospective purchaser obtain from an issuer meeting certain criteria reasonably current specified information;
the transaction is not for the sale of a security whose seller is neither an issuer nor a subsidiary of the issuer;
neither the seller, nor any person receiving remuneration for participating in the offer or sale of the securities, is subject to certain legal disqualification (bad actor);
the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company with no specific business plan or purpose or has indicated that the issuer's primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;
the transaction does not involve a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution; and
the transaction does involve a security of a class authorized and outstanding for at least 90 days before the transaction.
Securities acquired in such exempt transactions shall be deemed to: (1) have been acquired in a transaction not involving any public offering, (2) not be a distribution involving an underwriter, and (2) be restricted securities not subject to certain transaction requirements.
All transactions under this Act shall be exempt from state regulation of securities offerings.