1.  An offering of securities, or of insurance policies (in case of qualifying applications for insurance in the formation of a domestic mutual insurer), shall be made only by a written prospectus as filed with the Commissioner and delivered to the prospective investor or policyholder.

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2.  The prospectus shall disclose all facts relative to the issuer and the offered security or policy which are reasonably material thereto, and shall not omit a material fact necessary to make the statements made, in the light of the circumstances under which made, not misleading. The Commissioner may make reasonable rules and regulations concerning the form and contents of prospectuses, not inconsistent with the provisions of this Code.

3.  The Commissioner may accept, as a compliance with this section, a prospectus or offering circular covering securities to be offered in this state under an existing registration thereof with the Securities and Exchange Commission or under an existing exemption from such registration pursuant to Regulation A of the general rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

4.  As to securities covered by a solicitation permit, no sales literature or visual sales material other than the prospectus or offering circular shall be used in solicitations unless a copy thereof has been filed with the Commissioner in advance of such use and not disapproved by the Commissioner in writing mailed or delivered to the filing party within 10 days after the date of such filing. The Commissioner shall disapprove any such literature or material found by the Commissioner to be untrue or misleading. This subsection does not modify or affect any applicable requirement or prohibition under or pursuant to the Securities Act of 1933, as amended.