By authority delegated to the Administrator in Sections 1-202(18) and 1-203 of the Securities Act, the following transactions are determined to be classes of transactions for which registration is not necessary or appropriate for the protection of investors and are exempt from Sections 1-301 and 1-504 of the Securities Act: an offer to sell, but not a sale, of a security exempt from registration under the 1933 Act if:

1. (1) a registration statement has been filed under the Securities Act, but is not effective,
2. (2) the offeror is not aware of a stop order that has been issued by the Administrator under this act and does not know of an audit, inspection, or proceeding by the Department that may culminate in a stop order; and

3. (3) the offer consists only of:

   1. (A) publication or distribution of a solicitation of interest document that complies with the requirements of Rule 255 of Regulation A under the 1933 Act [17 C.F.R. §230.255] as effective March 15, 2021 and any subsequent oral communications with prospective investors and other broadcasts, also permitted by said section;
   2. (B) a preliminary offering circular that complies with the requirements of Rule 254 of Regulation A under the 1933 Act [17 C.F.R. §230.254] as effective June 19, 2015; or
   3. (C) an offering document that contains the information required to be furnished in Rule 502(b)(2) of Regulation D under the 1933 Act [17 C.F.R. §230.502(b)(2)] as effective March 15, 2021.

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

Amended at 37 Ok Reg 2194, eff 11-1-20

Amended at 42 Ok Reg, Number 20, effective 8-15-25