OAR 441-035-0060
Offers of Securities on the Internet
(1)
Scope of Rule. This rule applies to any offer for sale of securities placed on the Internet, except for those offers for sale from Oregon. As used in this section, the term “Internet” is to be construed liberally to include all proprietary or common carrier electronic systems or similar media.(2)
Pursuant to ORS 59.035 (Transactions exempt from registration)(15), an offer for sale of securities placed on the Internet by, or on behalf of, an issuer, involving securities that will not be sold in Oregon, shall be exempt from the notice filing requirements of 59.049 (Federal covered securities exempt from registration)(1) and (2), and the registration requirements of 59.055 (Conditions of offer and sale of securities), if the following conditions are observed:(a)
The Internet offer for sale prominently and conspicuously indicates, on a page that must be viewed by readers before reading any portion of the offering document or the subscription agreement, either that the securities are not being offered to persons in Oregon, or in which specific states, other than Oregon, the securities are being offered;(b)
The offer for sale is not otherwise specifically directed to any person in Oregon by, or on behalf of, the issuer; and(c)
No sales of the issuer’s securities are made in Oregon as a direct or indirect result of the Internet offer for sale.(3)
Any issuer who places an offer for sale of securities on the Internet in accordance with this section may subsequently sell the securities to persons in Oregon:(a)
Through filing a notice of the offering under ORS 59.049 (Federal covered securities exempt from registration)(1) or (2), or registration of the offering under 59.065 (Registration procedures) and the delivery of a final prospectus to the Oregon investor prior to sale;(b)
Pursuant to a transaction exemption which permits general solicitation; or(c)
Pursuant to ORS 59.035 (Transactions exempt from registration)(5), 59.035 (Transactions exempt from registration)(12), or OAR 441-035-0050 (Isolated Issuer Transaction) provided that the sale transaction is executed no earlier than six months after the final contact between the issuer and the prospective Oregon investor.
Source:
Rule 441-035-0060 — Offers of Securities on the Internet, https://secure.sos.state.or.us/oard/view.action?ruleNumber=441-035-0060.