OAR 441-065-0222
SOAR Offering Disclosure Requirements

(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:
(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.

Source: Rule 441-065-0222 — SOAR Offering Disclosure Requirements, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=441-065-0222 (accessed May 26, 2025).

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

May 26, 2025

Rule 441-065-0222's source at or​.us