(1) Each prospective purchaser of securities
registered under a SOAR Offering shall be given written disclosure materials a
reasonable time prior to sale that are material to an understanding of the
issuer, the issuer's financial condition, its business and the securities being
offered, including the type of information required under the NASAA Form
U-7.
(2) Disclosure Regarding Use
of Proceeds: The disclosure document must disclose in tabular form, for both
the minimum and maximum amounts proposed, if applicable, the percentages and
dollar amounts of the following:
(a) The
proceeds the issuer expects to receive from the offering;
(b) The purposes for which the issuer will
use the proceeds;
(c) The estimated
amount to be used for each purpose; and
(d) The order or priority in which the issuer
will use the proceeds for the purposes stated.
(3) Disclosure of other sources of funds: The
disclosure document must disclose:
(a) The
amounts of any funds to be raised from other sources to achieve the purposes
stated;
(b) The sources of any
additional funds; and
(c) Whether
the sources are firm or contingent and, if contingent, an explanation of the
contingency.
(4)
Disclosure regarding flexibility in use of Proceeds: If the issuer's business
plans require flexibility in the use of unspecified proceeds from the SOAR
Offering the issuer must:
(a) Disclose all
potential uses of the proceeds with qualifying language that the uses may be
subject to change; and
(b)
Indicate the circumstances that may lead to reallocation and the potential
areas of reallocation.
(5) Disclosure Regarding Sufficiency of
Funds: The disclosure document, must disclose in the risk factor section
whether the proceeds of the offering are insufficient to sustain the issuer's
activities for at least 12 months following the offering.
(6) Written legend: The disclosure document
shall contain the following legend, which shall be prominently displayed and in
print that is easy to read:
"The securities offered are registered with the Director of the
Department of Consumer and Business Services for the State of Oregon under the
Small Offering Abbreviated Registration (SOAR) rules. The Director reviewed the
document only briefly. These securities have not been approved or disapproved
by any federal or state securities commission or other regulatory authority.
Also, no federal or state agency has determined whether the statements made in
this document are truthful or complete. Any representation to the contrary is a
criminal offense. In deciding whether or not to invest in these securities, you
should rely on your own examination of the company issuing the securities and
the terms of the offering including the merits and risks involved."
(7) Applicability of the
Anti-fraud Provisions: The SOAR Offering shall not be construed as waiving or
modifying the provisions of the Oregon Securities Law relating to disclosure of
material information to investors.
