Oregon Administrative Rules › Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION › Division 35 - SECURITIES TRANSACTIONS EXEMPT FROM REGISTRATION › Section 441-035-0045 - Solicitation of Interest for Offering of Securities Pursuant to SEC Regulation A

Current through Register Vol. 63, No. 7, July 1, 2024
(1) An offer, but
			 not a sale, of a security made by or on behalf of an issuer for the sole
			 purpose of soliciting an indication of interest in receiving a prospectus (or
			 its equivalent) for such security is exempt under ORS
			 59.035(15) if
			 all of the following conditions are satisfied:
(a) The issuer is or will be a business
			 entity organized under the laws of one of the states or possessions of the
			 United States or one of the provinces or territories of Canada, is engaged in
			 or proposes to engage in a business other than petroleum exploration or
			 production or mining or other extractive industries and is not a "blank check
			 company," as such term is defined in OAR 441-045-0010(2);
(b) The offerer intends to conduct its
			 offering pursuant to Regulation A under the Securities Act of 1933 and register
			 the securities in Oregon under OAR 441-065-0020;
(c) At least 10 business days prior to the
			 initial solicitation of interest under this rule, the offerer files with the
			 Director:
(A) A completed solicitation of
			 interest application on a form prescribed by the Director along with any other
			 materials to be used to conduct solicitations of interest, including, but not
			 limited to, the script of any broadcast to be made and a copy of any notice to
			 be published;
(B) The minimum
			 registration fee as set in OAR 441-065-0001;
(C) A completed Form U-4 (salesperson
			 application available from the Securities Section) for at least one, but no
			 more than five, issuer salespersons (each such salesperson must be a bona fide
			 officer, director or employee of the issuer); and
(D) A salesperson licensing fee as set in OAR
			 441-175-0002  for each salesperson.
(d) At least five business days prior to
			 usage, the offerer files with the Director any amendments to the foregoing
			 materials or additional materials to be used to conduct solicitations of
			 interest, except for materials provided to a particular offeree pursuant to a
			 request by that offeree;
(e) No
			 Solicitation of Interest Form, script, advertisement or other material which
			 the offerer has been notified by the Director not to distribute is used to
			 solicit indications of interest;
(f) Except for scripted broadcasts and
			 published notices, the offerer does not communicate with any offeree about the
			 contemplated offering unless the offeree is provided with the most current
			 Solicitation of Interest Form at or before the time of the communication or
			 within five days from the communication;
(g) During the solicitation of interest
			 period, the offerer does not solicit or accept money or a commitment to
			 purchase securities;
(h) No sale
			 is made until at least seven days after delivery to the purchaser of a final
			 prospectus, or in those instances in which delivery of a preliminary prospectus
			 is allowed hereunder, a preliminary prospectus;
(i) The offerer does not know, and in the
			 exercise of reasonable care, could not know that the issuer or any of the
			 issuer's officers, directors, ten percent shareholders or promoters:
(A) Has filed a registration statement which
			 is the subject of a currently effective registration stop order entered
			 pursuant to any federal or state securities law within five years prior to the
			 filing of the Solicitation of Interest Form.
(B) Has been convicted within five years
			 prior to the filing of the Solicitation of Interest Form of any felony or
			 misdemeanor in connection with the offer, purchase or sale of any security or
			 any felony involving fraud or deceit, including, but not limited to, forgery,
			 embezzlement, obtaining money under false pretenses, larceny, or conspiracy to
			 defraud.
(C) Is currently subject
			 to any federal or state administrative enforcement order or judgment entered by
			 any state securities administrator or the Securities and Exchange Commission
			 within five years prior to the filing of the Solicitation of Interest Form or
			 is subject to any federal or state administrative enforcement order or judgment
			 entered within five years prior to the filing of the Solicitation of Interest
			 Form in which fraud or deceit, including, but not limited to, making untrue
			 statements of material facts and omitting to state material facts, was found.
(D) Is subject to any federal or
			 state administrative enforcement order or judgment which prohibits, denies, or
			 revokes the use of any exemption from registration in connection with the
			 offer, purchase or sale of securities.
(E) Is currently subject to any order,
			 judgment, or decree of any court of competent jurisdiction temporarily or
			 preliminarily restraining or enjoining, or is subject to any order, judgment or
			 decree of any court of competent jurisdiction permanently restraining or
			 enjoining, such party from engaging in or continuing any conduct or practice in
			 connection with the purchase or sale of any security or involving the making of
			 any false filing with the state entered within five years prior to the filing
			 of the Solicitation of Interest Form.
(F) The prohibitions listed in paragraphs (A)
			 through (E) of this subsection shall not apply if the person subject to the
			 disqualification is duly licensed or registered to conduct securities related
			 business in the state in which the administrative order or judgment was entered
			 against such person or if the broker-dealer employing such party is licensed in
			 this state and the Form B-D filed with this state discloses the order,
			 conviction, judgment or decree relating to such person. No person disqualified
			 under this subsection may act in a capacity other than that for which the
			 person is licensed. Any disqualification caused by this action is automatically
			 waived if the agency which created the basis for disqualification determines
			 upon a showing of good cause that it is not necessary under the circumstances
			 that the exemption be denied.