OAR 441-045-0010: Blank Check Company Securities Denial of Transactional Exemptions

(1) No issuer, licensed broker-dealer, or affiliate of an issuer or licensed broker-dealer may effect transactions in the securities of a “blank check company,” as that term is defined pursuant to section (2) of this rule, in reliance on any exemption pursuant to ORS 59.035. (2) For purposes of this rule, a “blank check company” shall mean a company that: (a) Is devoting substantially all of its efforts to establishing a new business in which planned principal operations have not commenced or, that has commenced planned principal operations, but has not derived significant revenue therefrom; (b) Has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies; and (c) Is issuing or has issued “penny stock” as that term is defined in section (3) of this rule. (3) For purposes of this rule, the term “penny stock” shall mean any equity security having a price of less than five dollars, excluding any broker-dealer commission, commission equivalent, mark-up or mark-down in an agency transaction or a contemporaneous offsetting purchase and sale principal transaction, but including any broker-dealer mark-up or mark-down in any other principal transaction; other than a security that is: (a) Registered or approved for registration and traded on a national securities exchange registered with the Securities and Exchange Commission; (b) Quoted or approved for quotation on NASDAQ; or (c) Issued by an investment company registered under the Investment Company Act of 1940. (4) The provisions of this rule shall not apply to a transaction involving a licensed broker-dealer or affiliate serving as agent in an unsolicited transaction pursuant to ORS 59.035(8). (5) Written requests for waiver of the prohibitions of this rule pursuant to OAR 441-011-0020 may be made by any person. Waivers may be granted only where it can be shown that such action would not be contrary to the public interest.