OAR 441-035-0120
Required Disclosures

(1) Prior to the sale of any OIO security, each prospective investor must be given, in a single written document, the disclosures identified in subsection (2). For the purposes of this exemption, “in writing” includes printed, electronic, and internet media. An interested party must be given the option to receive the disclosures and subsequent reports in one or more formats, including printed copies at no charge.
(2) The disclosures required by these rules must include:
(a) The name(s) and physical address(es) of the issuer and of all officers, principals, managing partners and shareholders of the issuer holding a 20% interest or more, or persons holding a substantially similar position;
(b) A description of the experience and qualifications of the issuer officers, principals, managing partners and persons holding substantially similar positions;
(c) A description of the business, including how long it has been in operation and the specific reason for the offering;
(d) A discussion in plain language of the significant factors material to the offering, including those that make the offering speculative or risky. Risk factors may include, among other things:
(A) Your lack of an operating history;
(B) Your lack of profitable operations in recent periods;
(C) Your financial position;
(D) Your business or proposed business;
(E) The lack of a market for your common equity securities or securities convertible into or exercisable for common equity securities;
(F) That offerings may last a total of 24 months.
(e) The total offering amount and how the issuer will use the proceeds of the offering, including compensation and expenses related to the offering.
(f) The terms under which funds raised or pledged will be released from an escrow or similar dedicated account upon an issuer reaching its minimum offering amount and terms for returning funds to investors if minimum is not raised.;
(g) A description of the terms and conditions of the securities being offered, the total amount of securities that are outstanding prior to the OIO, and the total amount of securities being offered or sold in reliance on the OIO exemption:
(A) If the issuer is offering stock, a description of the terms and conditions must include either the percentage of ownership represented by a single share, or the total value of the Oregon business implied by the offering price.
(B) If the issuer is offering notes or debentures, a description of the terms and conditions must include the interest rate and specific terms of repayment.
(h) A description of any litigation, legal, or regulatory proceedings within the past five (5) years, if any, involving the issuer or any persons associated with the issuer.
(3) The issuer must inform all investors that the securities exempted by these rules are not registered with the state, that they are subject to a limitation on re-sale and investors may not be able to sell their securities promptly or may only be able to sell them at a substantial discount from the offering price. The following language must appear on the cover page of the offering document:
(4) Any certificate, document or other evidence of the security, must contain the following legend:

Source: Rule 441-035-0120 — Required Disclosures, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=441-035-0120.

Last Updated

Jun. 8, 2021

Rule 441-035-0120’s source at or​.us