225.27. A defendant may defeat an action under section 225.11 by proving that
(1) the issuer, in accordance with this Act or the regulations, filed a material change report with the Authority without making the report public and the issuer had a reasonable basis to file the report on a confidential basis;
(2) if the change remains material, the issuer promptly made the material change public when the basis for confidentiality ceased to exist;
(3) the defendant or issuer did not release a document or make a public oral statement that, due to the undisclosed material change report, contained a misrepresentation; and
(4) if the material change became publicly known in a manner other than the manner required under this Act or the regulations, the issuer promptly disclosed the material change in accordance with this Act or the regulations.