(a) Any security may be registered by qualification. A person who seeks to register a security by qualification shall file with the Division the following documents and information:

(1) A completed application Form U-1, Uniform Application to Register Securities;

(2) An irrevocable consent appointing the Securities Commissioner agent for the service of process, executed by the issuer on Form U-2, Uniform Consent to Service of Process;

(3) One copy of an executed registration statement which complies with SEC Form S-1, together with all exhibits, which shall include all information required under Sections 7306(b)(1)-(16) and 7307(b) of the Act.

(4) One copy of the Prospectus which is to be provided to offerees under Section 7306(d) of the Act;

(5) The appropriate filing fee as determined under Rule 404; and

(6) Any other document or information requested by the Division.

(b) Unless otherwise ordered by the Commissioner, the prospectus which is sent or given to each person to whom an offer is made shall contain all the information contained in the registration statement filed with the Division under subsection (a) of this Rule. The prospectus shall be written in plain English and presented in a format that is clear and easy to understand, with appropriate headings and subheadings.

(c) An application for registration by qualification shall become effective in Delaware when so ordered by the Securities Commissioner provided no order has been issued pursuant to Section 7308 of the Act.