Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 5 - EXEMPT TRANSACTIONS › Section 660:11-11-52 - Oklahoma Accredited Investor Exemption

Current through Vol. 41, No. 20, July 1, 2024
Under the authority of Section 1-203 of the Securities
					 Act, transactions meeting the following conditions are exempt from Sections
					 1-301 and 1-504 of the Securities Act:
(1)
Sales only to accredited
				  investors.
Sales of securities shall be made only to persons who are or
				  the issuer reasonably believes are accredited investors. For purposes of this
				  Section , an "accredited investor" is a person who meets the definition set
				  forth in
				  17 CFR §
											230.501(a).
(2)
Investment intent.
The
				  issuer reasonably believes that all purchasers are purchasing for investment
				  and not with the view to or for sale in connection with a distribution of the
				  security. Any resale of a security sold in reliance on this exemption within 12
				  months of sale shall be presumed to be with a view to distribution and not for
				  investment, except a resale pursuant to a registration statement effective
				  under Sections 1-303 or 1-304 of the Securities Act or to an accredited
				  investor pursuant to an exemption from securities registration under the
				  Securities Act.
(3)
When
				  exemption is unavailable.
(A) The
				  exemption is not available to a promotional or development stage company that
				  either has no specific business plan or purpose or has indicated that its
				  business plan is to engage in a merger or acquisition with an unidentified
				  company or companies, or other entity or person.
(B) The exemption is not available to an
				  issuer if the issuer, any of the issuer's predecessors, any affiliated issuer,
				  any of the issuer's directors, officers, general partners, beneficial owners of
				  10% or more of any class of its equity securities, any promoters of the issuer
				  presently connected with the issuer in any capacity, any underwriter of the
				  securities to be offered, or any partner, director or officer of such
				  underwriter:
(i) within the last five years,
				  has filed a registration statement that is the subject of a currently effective
				  registration stop order entered by any state securities administrator or the
				  SEC;
(ii) within the last five
				  years, has been convicted of any criminal offense in connection with the offer,
				  purchase or sale of any security, or involving fraud or deceit;
(iii) is currently subject to any state or
				  federal administrative enforcement order or judgment, entered within the last
				  five years, finding fraud or deceit in connection with the purchase or sale of
				  any security; or
(iv) is currently
				  subject to any order, judgment or decree of any court of competent
				  jurisdiction, entered within the last five years, temporarily, preliminarily or
				  permanently restraining or enjoining such party from engaging in or continuing
				  to engage in any conduct or practice involving fraud or deceit in connection
				  with the purchase or sale of any security.
(C) Subparagraph (3)(B) shall not apply if:
(i) the party subject to the disqualification
				  is licensed or registered to conduct securities related business in the state
				  in which the order, judgment or decree creating the disqualification was
				  entered against such party;
(ii)
				  before the first offer under this exemption, the state securities
				  administrator, or the court or regulatory authority that entered the order,
				  judgment, or decree, waives the disqualification; or
(iii) the issuer establishes that it did not
				  know and in the exercise of reasonable care, based on a factual inquiry, could
				  not have known that a disqualification existed under this paragraph.