reglab/statecodes huggingface dataset:
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 3 - REGISTRATION PROCEDURES › Section 660:11-9-13 - Amendments to registration statements

Current through Vol. 41, No. 20, July 1, 2024
(a)
Requirement to amend.
A
				  correcting amendment to an effective Registration Statement shall be prepared
				  and submitted to the Department any time that the information contained therein
				  becomes inaccurate or incomplete in any material respect. The responsibility
				  for identifying and reporting a material change lies with the registrant. Any
				  of the following changes are likely to be the basis for filing a correcting
				  amendment; however, the following is not intended to be a comprehensive listing
				  of specific events or conditions which might give rise to such a filing:
(1) changes in officers, directors and other
				  management personnel identified in the Registration Statement, including those
				  persons who would have been identified in the Registration Statement had the
				  change occurred prior to making the initial filing;
(2) a change of 10% or more in the equity
				  ownership of the issuer by persons identified in the Registration Statement as
				  principal security holders or by persons who would have been so described had
				  the change occurred prior to making the initial filing;
(3) changes in the issuer's aims, objectives,
				  business enterprise, operations or activities;
(4) a change in any designated Use of
				  Proceeds item;
(5) impairment of
				  the issuer's assets, the issuer's insolvency or the filing of a petition for
				  bankruptcy by or for the issuer;
(6) management's intention to dispose of a
				  significant portion of an issuer's assets, or the actual occurrence of such
				  disposal;
(7) changes in the
				  compensation arrangements described in the Registration Statement for
				  promoters, general partners or sponsors of the issuer, including controlling
				  persons of such promoters, general partners or sponsors, who are identified in
				  the Registration Statement, or who would have been so identified had a change
				  occurred prior to making the initial filing;
(8) changes in underwriting terms;
(9) any agreement in principle to enter into
				  a business combination;
(10)
				  changes in the industry, the economy, or in laws or regulations governing the
				  industry, if disclosures in the Registration Statement are affected by the
				  changes or if the condition resulting from such changes would have resulted in
				  a disclosure requirement had the changes occurred prior to making the initial
				  filing.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 3 - REGISTRATION PROCEDURES › Section 660:11-9-14 - Financial statements

Current through Vol. 41, No. 20, July 1, 2024
(a)
Section
				  1-304 filings.
Except for applications made on the Form U-7,
				  registration statements filed pursuant to Section 1-304 of the Securities Act
				  shall contain Audited Financial Statements of the issuer for its last two (2)
				  fiscal years. Registration statements filed with applications made on the Form
				  U-7 shall contain the financial statements specified in the instructions to the
				  Form U-7.
(b)
Unaudited
				  interim financial statements.
If the Audited Financial Statements or
				  unaudited Financial Statements required in (a) of this section are not current
				  to within four (4) months of the Date of Filing of the registration statement,
				  additional unaudited Financial Statements as of the issuer's last fiscal
				  quarter or any later date designated by the Administrator shall be
				  included.
(c)
Multiple
				  financial statements.
If more than one balance sheet or more than one
				  statement of income is required to be filed pursuant to (a) of this section,
				  the statement shall be in comparative columnar form, the date or periods
				  applicable to each column shall be clearly shown, and columns relating to
				  unaudited Financial Statements shall be clearly designated
				  "Unaudited."
(d)
Acquisitions.
If any part of the proceeds of the offering is to be
				  applied to the purchase of any business, the same Financial Statements required
				  in (a) of this section shall be filed for the business to be acquired. When
				  appropriate for full and fair disclosure, the Administrator may require pro
				  forma combined Financial Statements.
(e)
Application of Regulation
				  S-X.
As to definitions, qualifications of accountants, content of
				  accountant's certificates, requirements for consolidated or combined
				  statements, and actual form and content of Financial Statements, the
				  Administrator shall apply Regulation S-X of the SEC ( 17 C.F.R. Part 210 ) in
				  its most currently amended form as of the date of the filing of the application
				  to all Financial Statements filed with the Department in connection with the
				  registration of securities.
(f)
Financial statements incorporated by reference.
Where Financial
				  Statements in a prospectus are incorporated by reference from another document,
				  the Administrator may require that such other document be filed with the
				  Department and be delivered to investors with the prospectus.
(g)
Application of antifraud
				  provisions.
Any Financial Statement distributed in connection with the
				  offer or sale of securities under the Act shall be subject to the provisions of
				  Section 1-501 of the Act. Any Financial Statement filed with the Department
				  shall be subject to the provisions of Section 1-505 of the Act.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 3 - REGISTRATION PROCEDURES › Section 660:11-9-15 - Change of accountant preceding or during effectiveness

Current through Vol. 41, No. 20, July 1, 2024
(a)
Materiality of event.
One of
				  the foundations of the administration of the disclosure requirements of
				  securities law is reliance upon the reports of independent accountants
				  regarding the financial statements of registrants. These reports provide the
				  assurance of an outside expert's examination and opinion, thereby substantially
				  enhancing the reliability of financial statements. Consequently, the
				  resignation or dismissal of the principal auditing firm during a period
				  immediately preceding or contemporaneous with an application for registration
				  of securities in this state is considered to be of material
				  importance.
(b)
Procedure.
If during the 18 months preceding registration and/or
				  during the period of effective registration, the principal accountant or firm
				  auditing the registrant's financial statements resigns or is dismissed, the
				  following shall be required:
(1) Issuers which
				  are SEC reporting companies shall file a copy of all Form 8-K's filed with the
				  SEC during the 18 months preceding their filing with the Department as well as
				  any that may be filed during the period of registration with the
				  Department.
(2) All other issuers
				  as a condition for initial and continuing registration, shall provide the
				  following information to the Department:
(A)
				  the date of such resignation or dismissal;
(B) disclosure of any disagreements with the
				  former accountant on any matter of accounting principles or practices,
				  financial statement disclosure, or auditing scope or procedure to which the
				  accountant would have made reference in his report in connection with the
				  audits of the two most recent fiscal years and any subsequent interim period
				  preceding the dismissal or resignation. Each disagreement should be disclosed
				  whether it was resolved to the accountant's satisfaction or not;
(C) any principal accountant's report on the
				  financial statements for any of the past two years containing a disclaimer of
				  opinion or an adverse or qualified opinion; and
(D) a statement that the decision to change
				  accountants was recommended or approved by either:
(i) the Audit Committee of the Board of
				  Directors, if the issuer has such a committee; or,
(ii) the Board of Directors, if the issuer
				  has no such committee.
(3) The registrant shall request the former
				  accountant to furnish a letter addressed to the Administrator stating whether
				  or not he agrees with the statements made by the registrant and, if not,
				  stating the respects in which he does not agree. The former accountant's letter
				  shall be attached as an exhibit to the information required in (b)(2) of this
				  Section.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 3 - REGISTRATION PROCEDURES › Section 660:11-9-16 - Abandoned filings

Current through Vol. 41, No. 20, July 1, 2024
An application for registration of securities pursuant to
					 Sections 1-303 or 1-304 of the Securities Act shall be deemed abandoned if such
					 registration is not effective in the state of Oklahoma within one year from the
					 date of receipt by the Department of the initial filing of the application for
					 registration. Once deemed abandoned, the original application shall not be
					 reinstated. A new application including the registration statement, appropriate
					 exhibits and filing fees shall be required.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-31 - Prospectus delivery requirement

Current through Vol. 41, No. 20, July 1, 2024
No offer or sale of any security registered under the
					 Securities Act may be made unless concurrent with the initial solicitation or
					 immediately thereafter there is furnished to the prospective purchaser, a
					 prospectus, in such form and containing such information as may be required
					 pursuant to the Securities Act or the rules and regulations promulgated
					 thereunder or by order of the Administrator, which prospectus has been
					 previously filed with and approved by the Administrator for use; provided, no
					 prospectus shall be required in connection with offers or sales of securities
					 or transactions exempted by Sections 1-201 through 1-203 of the Securities Act,
					 except as may be specifically required by such Act or the rules and regulations
					 promulgated thereunder or by order of the Administrator. In addition, after the
					 effective date of the registration statement in the state of Oklahoma, all
					 broker-dealers and agents effecting transactions in the securities registered
					 under the Securities Act shall be required to deliver a prospectus prior to or
					 concurrently with any transaction in said securities for the same time periods
					 specified in Section 4(a)(3) of the 1933 Act and Rule 174 adopted by the SEC (
					 17
					 CFR §
											230.174 ) in its most currently
					 amended form as of the date of the filing of the application. Nothing in this
					 rule obviates the need for registrants to comply with the provisions of Section
					 1-501 of the Securities Act.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-32 - Impound agreements

Current through Vol. 41, No. 20, July 1, 2024
(a)
General
				  requirements.
In any instance where impoundment of the proceeds of sale
				  of securities is determined to be in the public interest and necessary for the
				  protection of investors, as a condition of registration the Administrator may
				  require that the registrant deposit a specific percentage or amount of the
				  proceeds from the sale of the registrant's securities in an acceptable
				  depository pursuant to a written agreement between the registrant issuer and
				  the depository. The proceeds shall be retained therein until a specific sum has
				  been accumulated and the terms and conditions of the agreement have been
				  performed.
(b)
Filing
				  requirement.
Each impound agreement shall be negotiated between the
				  depositor and the depository and an executed copy filed with the
				  Administrator.
(c)
Required
				  provisions.
Each such impound agreement shall substantially comply with
				  the following guidelines and shall contain the following terms or information:
(1) the date of the agreement;
(2) the names and addresses of the depositor
				  and the depository;
(3) the
				  specified percentage or amount of gross proceeds from the sale of the
				  securities involved to be deposited;
(4) the aggregate sum to be
				  accumulated;
(5) the date on or
				  before which such accumulation shall be completed;
(6) the conditions under which the impounded
				  funds are to be released to the depositor, or are to be refunded to the persons
				  entitled thereto, and by whom and in what manner such refunding is to be
				  effected;
(7) a provision that
				  interest and other earnings, if any, from the impounded funds shall be
				  distributed to the public investors if the impounded offering proceeds are
				  refunded;
(8) a statement that
				  neither release nor refunding of the impounded funds is to be effected unless
				  and until the depositor has given the Administrator and/or Commission ten (10)
				  days written notice of the action to be taken. To be complete, such notice
				  shall contain a sworn affidavit from the applicant that all the terms of the
				  escrow agreement have been properly fulfilled.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-33 - Special requirements for promotional or development stage companies

Current through Vol. 41, No. 20, July 1, 2024
(a)
Definition.
For purposes of
				  this Section, a "promotional or development stage company" means any entity
				  that meets the definition in
				  660:11-11-1.
(b)
Requirements.
Registration
				  statements filed under Section 1-305 of the Securities Act or any exhibits
				  filed therewith relating to securities of a promotional or development stage
				  company must demonstrate in addition to meeting any other requirements that may
				  apply, the issuer's ability to meet the following requirements:
(1) Taking into consideration the minimum net
				  proceeds of the offering, past earnings, and accounts receivable, of the
				  issuer, the prospectus must demonstrate the issuer's ability to operate for a
				  period of at least six months without additional capital; or based on a
				  business plan filed supplementally, the issuer must demonstrate its ability to
				  operate for a period of at least 12 months. Any registrant may request that
				  such business plan not be deemed filed with the registration statement and may
				  request that it be held in confidence. A prospectus relating to an offering of
				  debt securities must demonstrate the issuer's ability to service the debt. This
				  can be demonstrated by submission of a compilation.
(2) No more than 25% of the proceeds of the
				  offering net of offering costs shall be paid as remuneration to promoters,
				  executive officers, directors or shareholders owning 10% or more of any class
				  of outstanding stock of the issuer.
(3) The prospectus must demonstrate
				  compliance with
				  660:11-9-35
				  regarding limitations on offering expenses and remuneration and with the NASAA
				  statement of policy regarding promotional shares.
(4) Issuers shall not have granted, and shall
				  agree not to grant in the future, options to acquire securities of the same
				  class as those being offered, at an exercise price that is less than 85% of the
				  fair market value of the securities at the time of the grant of the option. The
				  prospectus shall disclose the dilution that would result from the exercise of
				  all outstanding warrants or options to acquire securities of the same class as
				  those being offered.
(5) The use of
				  offering proceeds must be disclosed with specificity in the
				  prospectus.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-34 - NASAA guidelines

Current through Vol. 41, No. 20, July 1, 2024
(a)
Application of guidelines.
The Administrator in his discretion may
				  apply any Statements of Policy or guidelines adopted by NASAA, or its
				  successors, to a registration of securities pursuant to the Securities
				  Act.
(b)
Cross-reference
				  sheet.
Issuers, or interested persons on the issuer's behalf, shall
				  prepare a cross-reference sheet setting out each section of the statement of
				  policy or guideline applied by the Administrator pursuant to this rule, and
				  reflecting the document and page numbers where compliance with each section of
				  the statement of policy or guideline is disclosed. Any variance or failure to
				  comply with particular sections of an applicable statement of policy or
				  guideline shall be noted by the issuer or his attorney, and the reasons for the
				  variance shall be fully stated.
(c)
Waiver provisions.
The Administrator in his discretion may waive
				  any of the requirements of the statements of policy or guidelines upon written
				  request of the registrant, if the Administrator finds that the requirement is
				  not necessary to protect the public interest under the circumstances. Any such
				  request shall be filed with the registration statement and shall indicate the
				  reasons why the requirement is not necessary under the circumstances described
				  in the registration statement.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-35 - Limitations on offering expenses and remuneration

Current through Vol. 41, No. 20, July 1, 2024
(a)
Issuer expenses.
Expenses
				  incurred by an issuer of securities (including the sponsor or general partners
				  of a limited partnership expended or being reimbursed from partnership funds)
				  in connection with an offering of securities shall not exceed 20% of the amount
				  of securities actually sold. Such expenses shall include, but are not
				  necessarily limited to, the following:
(1)
				  Sales commissions or discounts, including expense allowances and warrants
				  issued gratis or at nominal prices.
(2) Finders fees, advisory fees and similar
				  fees however designated.
(3)
				  Promotional or carried interests granted, or sold at a price substantially
				  different from the public offering price, to an underwriter, broker-dealer or
				  agent.
(4) Organizational expenses
				  of recently formed issuers.
(5)
				  Advertising directly associated with the sale of the public offering being
				  registered.
(6) Accountant's and
				  attorney's fees for services in connection with the issue and sale of the
				  securities and their qualification for sale under applicable laws and
				  regulations.
(7) The cost of
				  prospectuses, circulars and other documents required to comply with such laws
				  and regulations.
(8) Other expenses
				  directly incurred in connection with such qualifications and compliance with
				  such laws and regulations (filing fees and investigation fees prior to
				  registration).
(9) Cost of
				  authorizing and preparing the securities and documents relating thereto,
				  including issue taxes and stamps.
(10) Charges of transfer agents, registrars,
				  indenture trustees, escrow holders, depositories, auditors, and of engineers,
				  appraisers, and other experts.
(11)
				  Those expenses required to be itemized in Part II of a registration statement
				  filed with the SEC, and with an application for registration by coordination
				  pursuant to Section 1-303 of the Securities Act.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 5 - GUIDELINES AND POLICIES APPLICABLE TO OFFERINGS OF REGISTERED SECURITIES › Section 660:11-9-36 - Promoters' and organizers' equity contributions

Current through Vol. 41, No. 20, July 1, 2024
(a)
Requirement.
Where an issuer
				  is a promotional or development stage company as defined in
				  660:11-11-1, the
				  ratio of equity investment by promoters or insiders must be determined as
				  reasonable and equitable in light of the facts and circumstances presented in
				  each particular case. Cases where the fair value of such equity investment is
				  less than 10% of the total offering are discouraged, and in such instances, the
				  proponents of the registration shall have the burden of establishing that the
				  offering is being made without unfair or unreasonable amounts of promoters'
				  profits or participation, as provided in Section 1-306.A.7.b of the Securities
				  Act.
(b)
Presumption.
In those instances where only 5% or more has been contributed by promoters or
				  organizers, but where they have entered into bona fide and binding subscription
				  contracts exercisable within one year with the new enterprises for capital
				  stock representing the difference between the amount contributed and 10%, then
				  the burden of proof will be deemed to have been satisfied.
(c)
Determination of equity
				  investment.
The fair value of equity investment shall be deemed to mean
				  the total of all sums conveyed to the issuer in the form of paid-in or
				  contributed cash or other assets with an established or determinable value. In
				  those cases where the issuer has experienced losses from operations, the fair
				  value of equity investment shall be the net worth of the issuer as of the date
				  of the proposed offering determined in accordance with generally accepted
				  accounting principles.
(d)
Burden of proof.
The burden of justifying as equitable the
				  quantity of promotional securities to be issued for assets so conveyed, and of
				  establishing reasonable or market value of said assets, shall rest with the
				  applicant.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 7 - REPORTING REQUIREMENTS › Section 660:11-9-51 - Registration renewal and sales reporting requirements

Current through Vol. 41, No. 20, July 1, 2024
(a)
Registration renewal.
Pursuant to Section 1-305.H of the Securities Act, every registration statement
				  ordered effective is effective for one (1) year after its effective date, and
				  certain registration statements may be effective for any longer period during
				  which the security is being offered. Registration statements, the effectiveness
				  of which is to continue beyond one (1) year from their effective date, must
				  have their effectiveness renewed annually. A renewal of the effectiveness of a
				  registration statement may be obtained by submitting a registration renewal
				  report to keep the information contained in the registration statement
				  reasonably current and by paying appropriate fees.
(1)
Time of filing.
Each
				  registration renewal report shall be submitted no more than thirty (30) days
				  before or thirty (30) days after each anniversary of the registration effective
				  date.
(2)
Content.
Each registration renewal report submitted shall contain:
(A) a written summary of any substantive
				  changes in the registration statement since the later of the date of
				  registration or the latest filing of a registration renewal report;
				  and
(B) a copy of the latest
				  post-effective amendment to the registration statement as filed with the SEC
				  that has been marked for changes from the prior version of the registration
				  statement as filed with the SEC; or, if not registered with the SEC, the
				  proposed amendment to the registration statement that has been marked for
				  changes from the prior version of the registration statement as filed with the
				  Department.
(3)
Examination of report.
The Department shall conduct a special
				  examination of each registration renewal report filed. The purpose for such
				  special examination shall be to evaluate the reported changes in the
				  registration statement and to determine whether the registration should
				  continue. The examination report shall consist of notification to the
				  registrant of the status of the registration.
(4)
Fee.
Each registration
				  renewal report filed shall include the examination fee set forth in Section
				  1-612.B of the Securities Act.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 7 - REPORTING REQUIREMENTS › Section 660:11-9-52 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 9 - Registration of Securities › Part 7 - REPORTING REQUIREMENTS › Section 660:11-9-53 - Special examinations of registrations

Current through Vol. 41, No. 20, July 1, 2024
(a)
Examination of application.
The Department shall conduct a special examination of each application for
				  registration under Sections 1-303 and 1-304 of the Securities Act to determine
				  the adequacy of disclosure and to fulfill the Department's obligations under
				  Section 1-306 of the Securities Act. This examination shall be based upon
				  material contained in the Registration Statement and any other documentation
				  which the applicant may be required to submit. Each application for
				  registration shall be accompanied by the examination fee set forth in Section
				  1-612.B of the Securities Act. The examination report shall consist of the
				  Department's written comments regarding the filing.
(b)
On-site examinations of
				  issuers.
The business and records of issuers registered pursuant to
				  Sections 1-303 and 1-304 of the Securities Act may be subject to periodic
				  on-site examinations by the Administrator, and/or his designee, at such times
				  as he determines necessary for the protection of the public. The Division of
				  Registrations shall prepare a special report of every such
				  examination.
(c)
Department
				  access.
Each issuer scheduled for examination shall provide the
				  personnel of the Department access to business books, documents, and other
				  records. Each issuer shall provide personnel with office space and facilities
				  to conduct on-site examinations, and assistance in the physical inspection of
				  assets and confirmation of liabilities. Failure of any applicant or registrant
				  to comply with any provision hereof shall constitute a violation of this
				  section and shall be a basis for denial, suspension or revocation of the
				  registration or application for registration.
Added at 21 Ok Reg
					 2532, eff 7-1-04
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 1 - GENERAL PROVISIONS › Section 660:11-11-2 - Commissions

Current through Vol. 41, No. 20, July 1, 2024
(a)
Definition.
As used in
				  Sections 1-202 and 1-402 of the Securities Act, the term "commission" shall
				  mean any economic benefit paid or given, directly or indirectly, for the
				  offering, selling or purchasing of a security whether in the form of money or
				  its equivalent, or any real or personal property or interest therein, or
				  otherwise. Such economic benefit shall be presumed to be paid or given for the
				  offer, sale or purchase of a security if the amount of such benefit is based on
				  the amount of securities offered, sold or purchased or is an inducement for an
				  offer, sale or purchase.
(b)
Exceptions.
Notwithstanding (a) of this section, the following do
				  not constitute a commission:
(1)
Benefit for property purchased or services performed.
(A) A benefit paid or given, whether or not
				  such benefit is paid from the proceeds of the sale of a security of an
				  enterprise or is related to the sale of a security of an enterprise, if such
				  benefit is paid or given for property purchased or services performed so long
				  as:
(i) the property or services are
				  reasonably related to the present or proposed business of the enterprise,
				  and
(ii) the amount or value of the
				  benefit paid or given is competitive with the amounts charged or paid in the
				  same or comparable areas by persons not affiliated with the enterprise who are
				  engaged in the business of rendering comparable services or providing
				  comparable property.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 1 - GENERAL PROVISIONS › Section 660:11-11-3 - Number of purchasers

Current through Vol. 41, No. 20, July 1, 2024
(a)
Exclusions.
For purposes of computing the number of persons to
				  whom sales of the issuer's securities are made pursuant to Sections 1-202.14
				  and 1-202.16 of the Securities Act, sales to the following purchasers shall be
				  excluded:
(1) any relative, spouse or relative
				  of the spouse of a purchaser who has the same principal residence as such
				  purchaser;
(2) any trust or estate
				  in which a purchaser and any of the persons related to him as specified in (1)
				  of this subsection or (3) of this subsection collectively have more than 50% of
				  the beneficial interest (excluding contingent interests);
(3) any corporation or other organization of
				  which a purchaser and any of the persons related to him as specified in (1) or
				  (2) of this subsection collectively are beneficial owners of more than 50
				  percent of the equity securities (excluding directors' qualifying shares) or
				  equity interests.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 1 - GENERAL PROVISIONS › Section 660:11-11-4 - Integration of offerings

Current through Vol. 41, No. 20, July 1, 2024
(a)
General.
An offering made by an issuer attempting to rely on the
				  exemptions from registration provided by Sections 1-202.14 of the Securities
				  Act and/or
				  660:11-11-43
				  must be separate and distinct from any other offering. Offers and sales of an
				  offering will be deemed integrated with offers and sales of another offering
				  when a review of the integration factors provided by (b) of this section
				  indicates that the offers and sales are part of a larger offering. Integration
				  may occur between two (2) claimed exempt offerings as well as between a claimed
				  exempt offering and a registered offering.
(b)
Factors.
The following five
				  (5) factors are deemed relevant to a determination as to whether or not two (2)
				  different offerings are in fact integrated and thus part of a larger offering:
(1) the different offerings are part of
				  single plan of financing;
(2) the
				  offerings involve the issuance of the same class of security;
(3) the offerings are made at or about the
				  same time;
(4) the same type of
				  consideration is to be received;
(5) the offerings are made for the same
				  general purpose.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 3 - EXEMPT SECURITIES › Section 660:11-11-21 - Not for profit debt securities notice filing

Current through Vol. 41, No. 20, July 1, 2024
(a)
Securities exempt.
With
				  respect to the offer or sale of a note, bond, debenture, or other evidence of
				  indebtedness, such issuers relying upon the exemption from registration
				  provided in Section 1-201.7 of the Securities Act shall file a notice with the
				  Administrator at least ten (10) full business days prior to the first offering
				  of sale pursuant to such claim. Such exemption shall become effective ten (10)
				  full business days after the filing of a complete notice if the Administrator
				  has not disallowed the exemption.
(b)
Notice information.
The
				  notice required in (a) shall specify, in writing, the material terms of the
				  proposed offer or sale to include, although not limited to, the following:
(1) the identity of the issuer;
(2) the amount and type of securities to be
				  sold pursuant to the exemption;
(3)
				  a description of the use of proceeds of the securities; and
(4) the person or persons by whom offers and
				  sales will be made.
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 660:11-11-40 - Manual exemption

Current through Vol. 41, No. 20, July 1, 2024
(a)
Recognized
				  securities manuals.
The publications which shall be recognized by the
				  Administrator for purposes of the exemption from registration set forth in
				  Section 1-202.2.d of the Securities Act shall be as follows:
(1) Best's Insurance Reports, Life-Health
(2) Mergent's Industrial Manual
(3) Mergent's International Manual
(4) OTC Markets Group Inc. with
				  respect to securities included in the OTCQX and OTCQB markets.
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 660:11-11-41 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-42 - Interpretation of 'existing security holders'

Current through Vol. 41, No. 20, July 1, 2024
For purposes of the exemption from registration set forth
					 in Section 1-202.15 of the Securities Act, the term "existing security holder"
					 shall not include a person who is a security holder of an issuer only by the
					 receipt of securities as a gift by said issuer; consequently, the exemption
					 from registration set forth in Section 1-202.15 of the Securities Act would not
					 be available in connection with transactions to such security holders. For
					 purposes of this rule, a distribution of securities shall be deemed to be a
					 gift if the security holder does not give consideration in exchange for the
					 securities.
Added at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-43 - Coordinated limited offering exemption

Current through Vol. 41, No. 20, July 1, 2024
(a)
Preliminary notes.
(1) Nothing in this exemption is intended to
				  or should be construed as in any way relieving issuers or persons acting on
				  behalf of issuers from providing disclosure to prospective investors adequate
				  to satisfy the antifraud provisions of the Securities Act.
(2) In view of the objective of this Section
				  and the purposes and policies underlying the Securities Act, the exemption is
				  not available to any issuer with respect to any transaction which, although in
				  technical compliance with this Section, is part of a plan or scheme to evade
				  registration or the conditions or limitations explicitly stated in this
				  Section.
(3) Nothing in this
				  Section is intended to relieve registered broker-dealers or agents from the due
				  diligence, suitability, or know your customer standards or any other
				  requirements of law otherwise applicable to such registered persons.
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 660:11-11-44 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-45 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-46 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-47 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-48 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-49 - Nonissuer transaction exemption for certain exchange-listed securities

Current through Vol. 41, No. 20, July 1, 2024
By authority delegated to the Administrator in Section
					 1-203 of the Securities Act, the following transactions are determined to be
					 classes of transactions for which registration is not necessary or appropriate
					 for the protection of investors and are exempt from Sections 1-301 and 1-504 of
					 the Securities Act: any nonissuer transaction involving a security issued and
					 outstanding and listed or approved for listing upon notice of issuance on Tier
					 1 of the Chicago Stock Exchange or involving any security of the same issuer
					 that is of senior or substantially equal rank, or that differs only in terms of
					 voting rights, from the security so listed, or any warrant, option or right to
					 purchase or subscribe to any such security so long as the standards for such
					 listing remain substantially the same.
Added at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-50 - RESERVED

Current through Vol. 41, No. 20, July 1, 2024
Reserved at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-51 - Cross-border transactions exemption

Current through Vol. 41, No. 20, July 1, 2024
By authority delegated to the Administrator in Section
					 1-203 of the Securities Act, transactions effected by a Canadian broker-dealer
					 and its agents that meet the requirements for exemption from registration
					 pursuant to
					 660:11-5-20
					 are determined to be classes of transactions for which registration is not
					 necessary or appropriate for the protection of investors and are exempt from
					 Sections 1-301 and 1-504 of the Securities Act.
Added at 21 Ok Reg
					 2532, eff 7-1-04
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 660:11-11-53 - Exemptions for offers but not sales

Current through Vol. 41, No. 20, July 1, 2024
Terms of the exemption. By authority delegated to the
					 Administrator in Sections 1-202.18 and 1-203 of the Securities Act, the
					 following transactions are determined to be classes of transactions for which
					 registration is not necessary or appropriate for the protection of investors
					 and are exempt from Sections 1-301 and 1-504 of the Securities Act: an offer to
					 sell, but not a sale, of a security exempt from registration under the 1933 Act
					 if:
(1) a registration statement has
				  been filed under this act, but is not effective,
(2) the offeror is not aware of a stop order
				  that has been issued by the Administrator under this act and does not know of
				  an audit, inspection, or proceeding by the Department that may culminate in a
				  stop order is by the offeror to be pending; and
(3) the offer consists only of:
(A) publication or distribution of a
				  solicitation of interest document that complies with the requirements of 17 CFR
				  § 230.555 and any subsequent oral communications with prospective
				  investors and other broadcasts, also permitted by said section;
(B) a preliminary offering circular that
				  complies with the requirements of
				  17 CFR §
												230.254; or
(C) an offering document that contains the
				  information required to be furnished in
				  17 CFR §
												230.502(b)(2).
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 7 - FEDERAL COVERED SECURITIES › Section 660:11-11-60 - Investment company notices

Current through Vol. 41, No. 20, July 1, 2024
(a)
Notice requirement.
Pursuant to Section 1-302.A of the Securities
				  Act, prior to the offer in this state of a Class of security of an investment
				  company that is registered, or that has filed a registration statement, under
				  the Investment Company Act of 1940, that is not otherwise exempt under Sections
				  1-201 through 1-203 of the Securities Act, the issuer must file a notice with
				  the Administrator relating to such Class of security.
(b)
Content of notice.
Each
				  required notice shall include the following:
(1) a properly completed Form NF;
(2) a consent to service of process on Form
				  U-2 and (if applicable) Form U-2A; and
(3) the filing fee set forth in Section
				  1-612.C of the Securities Act.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 7 - FEDERAL COVERED SECURITIES › Section 660:11-11-61 - Regulation D Rule 506 federal covered security notice filing

Current through Vol. 41, No. 20, July 1, 2024
(a)
Notice requirement.
Issuers
				  offering a security in this state in reliance upon Section 1-301.1 of the
				  Securities Act by reason of compliance with Regulation D, Rule 506, adopted by
				  the SEC, shall be required to file a notice with the Administrator pursuant to
				  the authority of Section 1 302.C. of the Securities Act if a sale of a security
				  in this state occurs as a result of such offering. Such notice shall be filed
				  no later than fifteen (15) days after the first sale of a security in this
				  state for which a notice is required.
(b)
Content of notice filing.
Each required notice shall include the following:
(1) one copy of the notice of sales on Form D
				  as most recently filed with the SEC;
(2) the notice filing fee required by Section
				  1-612.A.19. of the Securities Act.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 11 - Exemptions from Securities Registration › Part 7 - FEDERAL COVERED SECURITIES › Section 660:11-11-62 - Regulation A Tier 2 federal covered security notice filing

Current through Vol. 41, No. 20, July 1, 2024
(a)
Notice requirement.
Issuers
				  offering a security in this state in reliance upon Section 1-301.1 of the
				  Securities Act by reason of compliance with Tier 2 of Regulation A, adopted by
				  the SEC, shall be required to file a notice with the Administrator pursuant to
				  the authority of Section 1 302.C. of the Securities Act. Such notice shall be
				  filed prior to the first offer of securities in this state that is subsequent
				  to qualification of the offering statement by the SEC.
(b)
Content of notice.
Each
				  required notice shall include the following:
(1) a copy of Part I of Federal Form 1-A in
				  conjunction with a completed Oklahoma Notice of Regulation A - Tier 2 Offering
				  form (or equivalent uniform form), or copies of all documents filed with the
				  SEC;
(2) a consent to service of
				  process (if such is not included in the submitted Notice form); and
(3) the notice filing fee required by Section
				  1-612.A.19. of the Securities Act.
Oklahoma Administrative Code › Title 660 - Department of Securities › Chapter 11 - Oklahoma Uniform Securities Act of 2004 › Subchapter 13 - Sales Literature › Section 660:11-13-1 - Purpose

Current through Vol. 41, No. 20, July 1, 2024
The rules of this subchapter are adopted to provide
				  procedures for complying with the provisions of Section 1-504 of the Securities
				  Act relating to sales literature.
Added at 21 Ok Reg 2532,
				  eff 7-1-04