Okla. Admin. Code § 660:11-11-4

Current through Vol. 42, No. 8, January 2, 2025

Section 660:11-11-4 - Integration of offerings

(a)General. An offering made by an issuer attempting to rely on the exemptions from registration provided by Sections 1-202.14 of the Securities Act and/or 660:11-11-43 must be separate and distinct from any other offering. Offers and sales of an offering will be deemed integrated with offers and sales of another offering when a review of the integration factors provided by (b) of this section indicates that the offers and sales are part of a larger offering. Integration may occur between two (2) claimed exempt offerings as well as between a claimed exempt offering and a registered offering.

(b)Factors. The following five (5) factors are deemed relevant to a determination as to whether or not two (2) different offerings are in fact integrated and thus part of a larger offering:

(1) the different offerings are part of single plan of financing;

(2) the offerings involve the issuance of the same class of security;

(3) the offerings are made at or about the same time;

(4) the same type of consideration is to be received;

(5) the offerings are made for the same general purpose.

(c)Case by case determination. Determination as to whether or not integration has occurred between two offerings shall be made on a case by case basis. The presence of all the integration factors shall not be required to establish the integration of two (2) offerings.

Okla. Admin. Code § 660:11-11-4

Added at 21 Ok Reg 2532, eff 7-1-04