Okla. Admin. Code § 660:11-11-1
The following words and terms, when used in this subchapter, shall have the following meaning, unless the context clearly indicates otherwise:
"Affiliate" means a person who, directly or indirectly, controls, is controlled by, or is under common control with a person as defined in this Section.
"Associate" means, when used to indicate a relationship with a person, includes:
(A) corporations, legal entities, other than the issuer or majority-owned subsidiaries of the issuer, of which a person is an officer, director, partner, or a direct or indirect, legal or beneficial owner of five percent (5%) or more of any class of equity securities.
(B) trusts or other estates in which a person has a substantial beneficial interest or for which a person serves as a trustee or in a similar capacity; and
(C) a person's spouse and relatives, by blood or by marriage, if that person is a promoter of the issuer, its subsidiaries, its affiliates, or its parent.
"Class" means the lowest level of subdivision of the securities offered by an issuer.
"Control" means the power to direct or influence the direction of the management or policies of a person, directly or indirectly, through the ownership of voting securities, by contract or otherwise. A presumption of control exists for any person who:
(A) is a director, general partner, member, manager, or officer exercising executive responsibility or has similar status or functions;
(B) has the right to vote twenty percent (20%) or more of a class of voting securities; or
(C) in the case of a partnership or limited liability company, has contributed or has the right to receive upon dissolution twenty percent (20%) or more of the capital.
"Enterprise" means a corporation, general partnership, limited partnership, joint venture and any other formal or informal entity, association or arrangement (other than a sponsor) in which the investors' rights, interests or participation constitute "securities" as defined by Section 1-102 of the Securities Act.
"Equity securities" means, including, but not limited to shares of common stock or similar securities, convertible securities, warrants, and options or rights that may be converted into or exercised to purchase shares of common stock or similar securities.
"Net earnings" means the issuer's after-tax earnings, excluding extraordinary and nonrecurring items, determined in accordance with generally accepted accounting principles.
"Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, limited liability partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality; public corporation; or any legal or commercial entity.
"Promoter" means:
(A) a person, including, but not limited to, who:
(i) alone or in conjunction with one or more persons, directly, or indirectly, took the initiative in founding or organizing the issuer or controls the issuer;
(ii) directly, or indirectly, receives, as consideration for property or for services rendered, five percent (5%) or more of any class of the issuer's equity securities or five percent (5%) or more of the proceeds form the sale of any class of the issuer's equity securities.
(iii) is an officer or director for the issuer;
(iv) legally or beneficially owns, directly or indirectly, five percent (5%) or more of any class of the issuer's equity securities; or
(v) is an affiliate or an associate of a person specified in i through iv of this subparagraph.
(B) A promoter does not include
(i) a person who receives securities or proceeds solely as underwriting compensation unless that person otherwise comes with the terms;
(ii) an unaffiliated institutional investor, who purchased the issuer's equity securities more than one year prior to the filing date of the issuer's registration statement; or
(iii) at the Administrator's discretion, an unaffiliated institutional investor, who purchased the issuer's securities on an arm's-length basis within one year prior to the filing date of the issuer's registration statement.
"Promotional or development stage company" means an issuer:
(A) that is not listed, or authorized for listing, on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or a securities exchange that the SEC determines under Section 18(b)(1) of the 1933 Act has substantially similar listing standards;
(B) that has had annual net earnings for each of the last two (2) consecutive fiscal years before the public offering that have been less than five percent (5%) of the aggregate public offering; or
(C) that has had average, annual net earnings for the last five (5) fiscal years before the public offering that have been less than five (5%) of the aggregate public offering.
"Promotional shares" means equity securities that:
(A) A promotional or development stage company has issued within five (5) years before the filing of the registration statement or will issue to its promotors for cash or other consideration, including services rendered, patents, copyrights, and other intangibles; or
(B) An issuer that is not a promotional or development stage company has issued within three (3) years before the filing of the registration statement or will issue to promotors for cash or other consideration, including services rendered, patents, copyrights, and other intangibles.
"Sponsor" means any natural person, corporation, general partnership, limited partnership, joint venture or other entity which is directly or indirectly instrumental in organizing an enterprise or which will manage or participate in the management of an enterprise.
"Unaffiliated institutional investor" means the following investors if not affiliated with the issuer:
(A) an institutional investor as defined in 1-102(13) of the Securities Act; and
(B) a business development company as defined in Section 2(a)(48) of the 1940 Act.
Okla. Admin. Code § 660:11-11-1