Okla. Admin. Code § 660:11-11-42

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

Section 660:11-11-42 - Existing securities holders exemption

(a)Terms of the exemption. Under the authority of Section 1-202.15 of the Securities Act, transactions meeting the following conditions are exempt from Sections 1-301 and 1-504 of the Securities Act:

(1)Sales to existing security holders. The issuer meets all of the requirements set forth in Section 1-202.15 of the Securities Act.

(2)Initial notice filing. The issuer, at least ten (10) business days prior to the first sale of the securities, shall file a notice of the proposed offering directly with the Department. The proposed notice must disclose the following in writing;

(a)Notice information. The notice shall specify, in writing, the material terms of the proposed offer or sale to include, although not limited to, the following:

(i) the identity of the issuer;

(ii) the amount and type of securities to be sold pursuant to the exemption;

(iii) a description of the type of proceeds of the securities; and

(iv) the person or persons by whom offers and sales will be made.

(b)Notice requirements. The following items must be included as a part of the notice:

(i) the offering statement, if any;

(ii) a consent to service of process on Form U-2 and, if applicable, Form U-2A; and

(iii) the fee required by Section 1-612 of the Securities Act.

(b)Sales and advertising literature. All proposed sales and advertising literature to be used in connection with the proposed offer or sale of the securities shall be filed with the Administrator only upon the Administrator's request.

(c)Gifts excluded. For purposes of the exemption from registration set forth in Section 1-202.15 of the Securities Act, the term "existing security holder" shall not include a person who is a security holder of an issuer only by the receipt of securities as a gift by said issuer; consequently, the exemption from registration set forth in Section 1-202.15 of the Securities Act would not be available in connection with transactions to such security holders. For purposes of this Section, a distribution of securities shall be deemed to be a gift if the security holder does not give consideration in exchange for the securities.

(d)Waiver. The Administrator may waive any term or condition set forth in this Section.

Okla. Admin. Code § 660:11-11-42

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

Amended by Oklahoma Register, Volume 41, Issue 22, August 1, 2024, eff. 8/15/2024