Current through Register Vol. 63, No. 9, September 1, 2024
(1)
General Requirements. An applicant for registration pursuant to this rule shall
comply with all applicable provisions of OAR
441-065-0060 through
441-065-0210.
(2) Qualifications checklist:
(a) The issuer shall be a corporation or
limited liability company organized under the laws of one of the states or
possessions of the United States;
(b) The issuer shall not engage in a
petroleum exploration or production, mining or other extractive industries
business;
(c) The offering shall
not be a "blind pool" or other offering for which the specific business to be
engaged in or property to be acquired by the issuer cannot be
specified;
(d) If the offering
includes debt securities, the application for registration shall include
information demonstrating the ability of the issuer to service its
debt;
(e) The offering price for
any common stock (and the exercise price, if the securities offered are
options, warrants or rights for common stock, and the conversion price if the
securities are convertible into common stock) registered under this rule shall
be equal to or greater than $1 per share. In addition, the issuer shall not be
permitted to split its common stock or declare a stock dividend for two years
after the effectiveness of the registration without the prior written approval
of the Director;
(f) The total of
the amount being registered, plus the aggregate offering price of all
securities sold within or outside the state within the 12 months preceding the
effective date of the order of registration, plus the aggregate offering price
of all securities of the issuer sold within or outside the state during the
course of the offering being registered, where the securities are sold in
reliance on section 3(b) of the Securities Act of 1933, as amended, or in
violation of Section 5(a) of that Act, shall not exceed $5,000,000;
(g) The issuer shall not be an investment
company within the meaning of Section 3 of the Investment Company Act of 1940,
as amended;
(h) The issuer shall
not be subject to the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended.
(3) Purchaser Qualifications. No limits are
placed upon the number of persons who may purchase securities registered
pursuant to this rule. Sales of securities registered pursuant to this rule
shall only be made to purchasers who are:
(a)
Accredited investors;
(b) Permitted
Oregon purchasers;
(c)
Sophisticated purchasers;
(d)
Suitable purchasers; or
(e) Direct
purchasers from the issuer.
(4) Application Requirements: An application
to register securities filed pursuant to a SCOR Offering shall include the
following:
(a) A completed NASAA Form U-7 (a
uniform disclosure document for small corporate offerings) including the
following exhibits, to the extent applicable:
(A) Form of underwriting or selling agency
agreement;
(B) Issuer's articles of
incorporation or other charter documents and all amendments thereto;
(C) Issuer's bylaws, as amended to
date;
(D) A copy of any resolutions
by the issuer's board of directors setting forth terms and provisions of
capital stock to be issued;
(E) Any
indenture, form of note or other contractual provision containing terms of
notes or other debt, or of options, warrants or rights to be offered;
(F) Specimen of security to be offered
(including any legend restricting resale);
(G) Copy of all advertising or other
materials directed to or to be furnished investors in the offering;
(H) Form of escrow agreement for escrow of
proceeds;
(I) Consent to inclusion
in the NASAA Form U-7 Disclosure Document of accountant's report;
(J) Consent to inclusion in the NASAA Form
U-7 Disclosure Document of tax advisor's opinion or description of tax
consequences;
(K) Consent to
inclusion in the NASAA Form U-7 Disclosure Document of any evaluation of
litigation or administrative action by counsel;
(L) Form of any Subscription Agreement for
the purchase of the securities;
(M)
Opinion of counsel that the securities to be sold in the offering have been
duly authorized and when issued upon payment of the offering price will be
legally and validly issued, fully paid and nonassessable and binding on the
issuer in accordance with their terms;
(N) Schedule of residence street addresses of
the issuer's officers, directors and principal stockholders;
(O) Work sheets showing computations of
responses to Questions 6, 7(a), 8(a), 8(b) and 17(b) of the NASAA Form U-7
Disclosure Document; and
(P) Any
additional or supplementary materials requested by the Director.
(b) A non-refundable registration
fee as set in OAR 441-065-0001; and
(c) Unless the offering is being sold through
a licensed broker-dealer or by a person exempt from the licensing requirements,
at least one completed salesperson application on the FINRA Form U-4 and a per
person non-refundable license fee as set in OAR
441-175-0002.
(5) Information Requirements. Each
prospective purchaser of the securities shall be given a copy of the NASAA Form
U-7 Disclosure Document (including all amendments) filed with the Director
pursuant to this rule.
(6) Material
Changes to a SCOR Offering. If a material change concerning the issuer or the
offering occurs while the securities are still registered, the issuer shall:
(a) Amend the NASAA Form U-7 Disclosure
Document make the disclosures accurate and complete;
(b) File the amended NASAA Form U-7 showing
additions and deletions with the Director for approval;
(c) The offering shall be suspended until the
Director approves the amended Form U-7;
(d) The registrant shall report the status of
the offering with the Director and file a plan for dealing with its
investors.
(7)
Registered offerings under a Small Corporate Offering Registration. For an
offering registered under this rule, each prospective purchaser of the
securities shall be given a copy of the NASAA Form U-7 Disclosure Document
(including all amendments) filed with the Director pursuant to this rule at a
reasonable time prior to the sale of the security.
Statutory/Other Authority: ORS
59.065,
59.085,
59.175 &
59.285
Statutes/Other Implemented: ORS
59.065
