441-035-0110 - Required Filings

441-035-0110. Required Filings

(1)

(a) Not less than fifteen (15) days prior to any advertising, offer, or sale, whichever comes first, of any OIO security, the issuer shall file a notice with the Director, in writing, that it plans to conduct an OIO and pay a $200 filing fee.

(b) Filing requirements may be met by submitting a form approved by the Director or through individual submission of all the information required by the rule.

(c) "Offer" includes every attempt to dispose of an OIO security for value. The publication of any information and statements, and publicity efforts - including any advertising materials - in advance of or in connection with an OIO that contributes to the conditioning of the public mind or arousing public interest in the issuer or is intended to arouse public interest investing in the issuer or purchasing its securities - even though it does not contain an express "offer" - is an "offer" of OIO securities for the purposes of this exemption.

(2) The notice shall contain the following:

(a) The name(s) and address of the issuer and of all officers, directors, principals, managing partners and shareholders of the Oregon business possessing a 20% interest or more, or persons holding a substantially similar position.

(b) A copy of any proposed advertising template, including a URL if a website will be used in connection with the offering, and name of the third party platform provider, if applicable;

(c) A brief description of the business and the specific project or product that is the reason for the offering;

(d) The minimum amount needed to release funds to the Issuer and maximum amount of the offer;

(e) A copy of the offering documents and sample of the certificate or other evidence of the security;

(f) A form approved by the Director verifying that the issuer has met in person with a business technical service provider and reviewed the relevant business plan as required by OAR 441-035-0090(7), or waiver approval under OAR 441-035-0240.

(3) The $200 filing fee, which will be used to defray the costs incurred in administering and enforcing these rules, must be made payable to the Department of Consumer and Business Services.

(4) The filing must be signed by the issuer or a duly authorized representative of the issuer certifying that the issuer has verified the material accuracy and completeness of the filing.

(5) An issuer must update its notice upon a material change to the offering such as changes in ownership, changes to the disclosure documents, or changes to the advertising template under OAR 441-035-0130. Upon submitting an updated notice an issuer must also notify any existing investors of the material changes.

(FCS 1-2015, f. & cert. ef. 1-15-15; FSR 12-2017, amend filed 12/28/2017, effective 1/1/2018)

Statutory/Other Authority: ORS 59.035 & 17 CFR ยง 230.147A

Statutes/Other Implemented: ORS 59.035

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