OAR 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 (Definitions) through 441-065-0224 (Retroactive Registration of SOAR Securities that Exceed the Amount Registered).

(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:

(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 (Denial, suspension or revocation of registration); 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 (SOAR Offering Disclosure Requirements);
(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 (Records); and
(c) Deposit into escrow, or a similar arrangement, on terms required under OAR 441-065-0150 (Escrow of Proceeds) the proceeds from the sale of securities until the issuer receives the minimum amount specified by the Director.

Source: Rule 441-065-0220 — Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504), https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=441-065-0220.

441‑065‑0001
Fees for Registration of Securities 441‑065‑0010
Types of Registration 441‑065‑0015
When Registration Application Deemed Abandoned 441‑065‑0020
Registration by Qualification 441‑065‑0030
Registration by Filing 441‑065‑0035
Registration by Multijurisdictional Coordination 441‑065‑0040
Registration for Resale, or Dealing and Trading 441‑065‑0050
Condominium Securities 441‑065‑0060
Creation of Classifications 441‑065‑0070
Definitions 441‑065‑0080
General Requirements and Limitations 441‑065‑0090
Integration 441‑065‑0100
Information Requirements - General 441‑065‑0110
Public Advertising and General Solicitation 441‑065‑0130
Bad Actor Disqualification 441‑065‑0140
Limitation on Selling Expenses 441‑065‑0150
Escrow of Proceeds 441‑065‑0160
Rescission of Improvident Sales Including Oversales 441‑065‑0180
Licensing of Salespersons 441‑065‑0190
Filings and Reports 441‑065‑0200
Records 441‑065‑0210
Waiver of Provisions 441‑065‑0220
Small Offering Abbreviated Registration (SOAR) Procedure for Offerings Not Exceeding $1,000,000 (Including Under SEC Rule 504) 441‑065‑0221
Application and Information Requirements for a SOAR Offering 441‑065‑0222
SOAR Offering Disclosure Requirements 441‑065‑0223
Denial or Approval of a SOAR Offering Application by the Director 441‑065‑0224
Retroactive Registration of SOAR Securities that Exceed the Amount Registered 441‑065‑0225
Registration for a Small Corporate Offering Registration (SCOR) Procedure for Offerings Not Exceeding $5,000,000 441‑065‑0250
Definitions 441‑065‑0260
Optional Registration Procedures for Securities Involving Real Estate Paper
Last Updated

Jun. 8, 2021

Rule 441-065-0220’s source at or​.us