Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504)
(2)Subject to OAR 441-065-0090 (Integration), 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 (Blank Check Company Securities Denial of Transactional Exemptions).
(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:
(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)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 (SOAR Offering Disclosure Requirements);
Rule 441-065-0220 — Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504),