Cal. Corporations Code - CORP § 25120. Section 25120.
(a)
Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of the following manners:
(1)
In an issuer transaction in connection with any change in the rights, preferences, privileges, or restrictions of or on outstanding securities.
(2)
In any exchange of securities by the issuer with its existing security holders exclusively.
(3)
In any exchange in connection with any merger or consolidation or purchase of assets in consideration wholly or in part of the issuance of securities.
(4)
In an entity conversion transaction.
(b)
Subdivision (a) shall not apply to a security if the security is qualified for sale under this chapter (and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to the qualification) or if the security or transaction is exempted or not subject to qualification under Chapter 1 (commencing with Section 25100) of this part.