Oklahoma Filing Instructions for Regulation D Offerings
The authority and information regarding covered securities offered pursuant to Rule 506 of Regulation D can
be found at section 1-302(c) of the Oklahoma Uniform Securities Act of 2004 (OUSA)
and 660:11-11-61 of the Rules. In regard to Rule 504 of Regulation D, the
authority and information can be found at section 1-203 of the OUSA
and 660:11-11-43 of the Rules. [We note that offerings initiated under
Rule 505 of Regulation D prior to its repeal, effective May 22, 2017, were subject to the same filing requirements as with Rule 504.] In
summary, Issuers relying on Regulation D shall file with the Administrator a notice of exemption. Said notice shall be filed with the
Administrator no later than fifteen (15) days after the first sale of securities subject to OUSA and include the following items:
A copy of the most recently filed
Form D that is filed with the United States Securities and Exchange Commission (SEC).
A filing fee of $250 as required by OUSA. Checks should be made payable to the Oklahoma Securities Department.
Other information e.g. the private placement memorandum, agreements, etc. is not required to be filed.
The Department's mailing address is:
Oklahoma Department of Securities
204 North Robinson, Suite 400
Oklahoma City, OK 73102
Note: Regulation D, Rule 506 Notices may be filed electronically with the Department through the
Electronic Filing Depository (EFD) operated and maintained by the North American Securities
Administrators Association. That website may be found at https://efdnasaa.org/.
There is, however, an additional charge associated with such method of filing imposed by NASAA.
It is not necessary to file with the Department subsequent amendments to a Form D to include the
"annual update." We have access to future filings through EDGAR so we can access the bulk of
additional information in that manner. However, whenever contact information or the issuer name or
address changes during the pendency of the offering, please provide the Department with that information.
No fee is necessary.
Oklahoma Accredited Investor Exemption
Oklahoma provides an Oklahoma Accredited Investor Exemption ("OAIE") based upon the Model Accredited Investor Exemption (MAIE).
OAIE provides exemption from securities registration only for offers and sales to accredited investors and can be found at
660:11-11-52 of the Rules of the Oklahoma Securities Commission and the
Administrator of the Department of Securities (Rules). A notice filing is required to claim the OAIE and must include the forms below.
Oklahoma Filing Instructions for Regulation A Tier 2 Offerings
Issuers offering a security in Oklahoma in reliance upon Sections 1-301.1 and
1-302 C.2 of the OUSA by reason of compliance with Tier 2 of Regulation A, as adopted by the SEC, must file the notice required by
660:11-11-62 of the Rules prior to the
first offer in Oklahoma that is subsequent to SEC qualification. Such notice must include the following items: