¶¶Òõ¶ÌÊÓƵ

Securities Act of 1933: Primary federal securities law requiring registration of securities offerings and providing key exemptions (Sections 4(a)(2) and Regulation D) relevant for private placements of convertible notes

Securities Exchange Act of 1934: Federal law governing securities trading, broker-dealers, and establishing ongoing reporting requirements for certain securities issuers

Regulation D: SEC rules providing safe harbor exemptions from registration requirements, particularly Rules 506(b) and 506(c) commonly used for private placements of convertible notes

Rule 144: SEC rule governing resale restrictions on securities, important for determining transferability of the convertible notes

Blue Sky Laws: State-specific securities laws governing registration, exemptions, and disclosure requirements for securities offerings within each state

Investment Company Act of 1940: Federal law regulating investment companies, relevant for ensuring issuer doesn't inadvertently fall under investment company classification

State Corporate Laws: Laws governing corporate formation, authority, and governance in the state of incorporation, including requirements for board and shareholder approval

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, including provisions relevant to negotiable instruments and secured transactions

State Usury Laws: State-specific laws limiting maximum interest rates and defining usury, crucial for determining legitimate interest rates for convertible notes

Internal Revenue Code: Federal tax laws governing the tax treatment of convertible debt instruments, including potential implications of conversion features

Truth in Lending Act: Federal law requiring disclosure of credit terms, potentially applicable depending on the nature of the convertible note offering

JOBS Act: Federal law providing additional exemptions and frameworks for capital raising, including crowdfunding provisions and modifications to existing securities regulations