Oregon Administrative Rules
Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION
Division 65 - REGISTRATION OF SECURITIES
Section 441-065-0222 - SOAR Offering Disclosure Requirements

Universal Citation: OR Admin Rules 441-065-0222

Current through Register Vol. 63, No. 9, September 1, 2024

(1) Each prospective purchaser of securities registered under a SOAR Offering shall be given written disclosure materials a reasonable time prior to sale that are material to an understanding of the issuer, the issuer's financial condition, its business and the securities being offered, including the type of information required under the NASAA Form U-7.

(2) Disclosure Regarding Use of Proceeds: The disclosure document must disclose in tabular form, for both the minimum and maximum amounts proposed, if applicable, the percentages and dollar amounts of the following:

(a) The proceeds the issuer expects to receive from the offering;

(b) The purposes for which the issuer will use the proceeds;

(c) The estimated amount to be used for each purpose; and

(d) The order or priority in which the issuer will use the proceeds for the purposes stated.

(3) Disclosure of other sources of funds: The disclosure document must disclose:

(a) The amounts of any funds to be raised from other sources to achieve the purposes stated;

(b) The sources of any additional funds; and

(c) Whether the sources are firm or contingent and, if contingent, an explanation of the contingency.

(4) Disclosure regarding flexibility in use of Proceeds: If the issuer's business plans require flexibility in the use of unspecified proceeds from the SOAR Offering the issuer must:

(a) Disclose all potential uses of the proceeds with qualifying language that the uses may be subject to change; and

(b) Indicate the circumstances that may lead to reallocation and the potential areas of reallocation.

(5) Disclosure Regarding Sufficiency of Funds: The disclosure document, must disclose in the risk factor section whether the proceeds of the offering are insufficient to sustain the issuer's activities for at least 12 months following the offering.

(6) Written legend: The disclosure document shall contain the following legend, which shall be prominently displayed and in print that is easy to read:

"The securities offered are registered with the Director of the Department of Consumer and Business Services for the State of Oregon under the Small Offering Abbreviated Registration (SOAR) rules. The Director reviewed the document only briefly. These securities have not been approved or disapproved by any federal or state securities commission or other regulatory authority. Also, no federal or state agency has determined whether the statements made in this document are truthful or complete. Any representation to the contrary is a criminal offense. In deciding whether or not to invest in these securities, you should rely on your own examination of the company issuing the securities and the terms of the offering including the merits and risks involved."

(7) Applicability of the Anti-fraud Provisions: The SOAR Offering shall not be construed as waiving or modifying the provisions of the Oregon Securities Law relating to disclosure of material information to investors.

Statutory/Other Authority: ORS 59.065 & 59.285

Statutes/Other Implemented: ORS 59.065

Disclaimer: These regulations may not be the most recent version. Oregon may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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