Current through Register Vol. 63, No. 9, September 1, 2024
(1)
(a) Not less than fifteen (15) days prior to
any advertising, offer, or sale, whichever comes first, of any OIO security,
the issuer shall file a notice with the Director, in writing, that it plans to
conduct an OIO and pay a $200 filing fee.
(b) Filing requirements may be met by
submitting a form approved by the Director or through individual submission of
all the information required by the rule.
(c) "Offer" includes every attempt to dispose
of an OIO security for value. The publication of any information and
statements, and publicity efforts - including any advertising materials - in
advance of or in connection with an OIO that contributes to the conditioning of
the public mind or arousing public interest in the issuer or is intended to
arouse public interest investing in the issuer or purchasing its securities -
even though it does not contain an express "offer" - is an "offer" of OIO
securities for the purposes of this exemption.
(2) The notice shall contain the following:
(a) The name(s) and address of the issuer and
of all officers, directors, principals, managing partners and shareholders of
the Oregon business possessing a 20% interest or more, or persons holding a
substantially similar position.
(b)
A copy of any proposed advertising template, including a URL if a website will
be used in connection with the offering, and name of the third party platform
provider, if applicable;
(c) A
brief description of the business and the specific project or product that is
the reason for the offering;
(d)
The minimum amount needed to release funds to the Issuer and maximum amount of
the offer;
(e) A copy of the
offering documents and sample of the certificate or other evidence of the
security;
(f) A form approved by
the Director verifying that the issuer has met in person with a business
technical service provider and reviewed the relevant business plan as required
by OAR 441-035-0090(7),
or waiver approval under OAR
441-035-0240.
(3) The $200 filing fee, which will be used
to defray the costs incurred in administering and enforcing these rules, must
be made payable to the Department of Consumer and Business Services.
(4) The filing must be signed by the issuer
or a duly authorized representative of the issuer certifying that the issuer
has verified the material accuracy and completeness of the filing.
(5) An issuer must update its notice upon a
material change to the offering such as changes in ownership, changes to the
disclosure documents, or changes to the advertising template under OAR
441-035-0130. Upon submitting an
updated notice an issuer must also notify any existing investors of the
material changes.
Statutory/Other Authority: ORS
59.035 &
17 CFR §
230.147A
Statutes/Other Implemented: ORS
59.035
