Or. Admin. Code § 441-065-0220 - Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504)

(1) General. The Small Offering Abbreviated Registration (SOAR) may be used to register securities offerings that are offered and sold in Oregon. The offering must comply with all applicable provisions of OAR 441-065-0070 through 441-065-0224.

(2) Subject to OAR 441-065-0090, the aggregate offering amount of a SOAR Offering shall not exceed $1,000,000.

(3) Issuer Qualification. The SOAR Offering is only available to the issuer of the securities for purposes of the issuance of its securities. The SOAR Offering is not available to the following persons:

(a) Any affiliate of the issuer or to any other person for the purposes of resale of the issuer's securities.

(b) Those subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended;

(c) An Investment Company within the meaning of Section 3 of the Investment Company Act of 1940, as amended;

(d) Development stage companies that either have no specific business plan or purpose or have indicated that their business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; or

(e) A "Blank Check Company" as defined in OAR 441-045-0010.

(4) 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 may only be made to the following purchasers:

(a) Accredited investors;

(b) Permitted Oregon purchasers; or

(c) A natural person that purchases not more than $5,000 in the offering.

(5) Unequal Voting Rights. An issuer may only offer and sell securities that have voting rights per share that are less than the voting rights per share of other authorized or outstanding securities of the issuer if:

(a) The offered securities with lesser voting rights per share have preferential treatment as to dividends and/or distributions upon liquidation; or

(b) The issuer presents a compelling argument to the Director why allowing unequal voting rights is fair, just, and equitable under ORS 59.105; and

(c) The terms of the voting rights are prominently disclosed on the cover page of the issuer's written disclosure materials.

(6) Conditions of Registration. A salesperson shall, in connection with the sale of any security sold in a SOAR Offering:

(a) Send or give sent to each person to whom a security is sold the written disclosure materials and financial statements described in OAR 441-065-0222;

(b) Sell the securities only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be preserved for a period up to three years under OAR 441-065-0200; and

(c) Deposit into escrow, or a similar arrangement, on terms required under OAR 441-065-0150 the proceeds from the sale of securities until the issuer receives the minimum amount specified by the Director.

Notes

Or. Admin. Code § 441-065-0220

CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82; CC 11-1982, f. 8-11-82, ef. 10-10-82; FCS 11-1988(Temp), f. & cert. ef. 6-2-88; Renumbered from 815-036-0080; FCS 15-1988, f. & ef. 11-21-88; FCS 4-1992, f. & cert. ef. 10-1-92; FSR 5-2018, amend filed 04/26/2018, effective 5/1/2018

Statutory/Other Authority: ORS 59.065, 59.085 & 59.285

Statutes/Other Implemented: ORS 59.065 & 59.085