Okla. Admin. Code § 660:11-9-14

Current through Vol. 41, No. 19, June 17, 2024

Section 660:11-9-14 - Financial statements

(a)Section 1-304 filings. Except for applications made on the Form U-7, registration statements filed pursuant to Section 1-304 of the Securities Act shall contain Audited Financial Statements of the issuer for its last two (2) fiscal years. Registration statements filed with applications made on the Form U-7 shall contain the financial statements specified in the instructions to the Form U-7.

(b)Unaudited interim financial statements. If the Audited Financial Statements or unaudited Financial Statements required in (a) of this section are not current to within four (4) months of the Date of Filing of the registration statement, additional unaudited Financial Statements as of the issuer's last fiscal quarter or any later date designated by the Administrator shall be included.

(c)Multiple financial statements. If more than one balance sheet or more than one statement of income is required to be filed pursuant to (a) of this section, the statement shall be in comparative columnar form, the date or periods applicable to each column shall be clearly shown, and columns relating to unaudited Financial Statements shall be clearly designated "Unaudited."

(d)Acquisitions. If any part of the proceeds of the offering is to be applied to the purchase of any business, the same Financial Statements required in (a) of this section shall be filed for the business to be acquired. When appropriate for full and fair disclosure, the Administrator may require pro forma combined Financial Statements.

(e)Application of Regulation S-X. As to definitions, qualifications of accountants, content of accountant's certificates, requirements for consolidated or combined statements, and actual form and content of Financial Statements, the Administrator shall apply Regulation S-X of the SEC ( 17 C.F.R. Part 210 ) in its most currently amended form as of the date of the filing of the application to all Financial Statements filed with the Department in connection with the registration of securities.

(f)Financial statements incorporated by reference. Where Financial Statements in a prospectus are incorporated by reference from another document, the Administrator may require that such other document be filed with the Department and be delivered to investors with the prospectus.

(g)Application of antifraud provisions. Any Financial Statement distributed in connection with the offer or sale of securities under the Act shall be subject to the provisions of Section 1-501 of the Act. Any Financial Statement filed with the Department shall be subject to the provisions of Section 1-505 of the Act.

Okla. Admin. Code § 660:11-9-14

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