Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. The exemptions are commonly known as Regulation D, and the ’33 Act contains three rules (Rule 504, Rule […]
Regulation D Rule 501 is where the definitions are listed in Regulation D.
Regulation D Rule 502 refers to the section of Regulation D that explains how Regulation D works.
Regulation D Rule 503 requires companies (the “issuers”) to file a Form D with the SEC in certain situations and is usually applicable to venture offerings.
Regulation D Rule 504 provides an exemption for the offer and sale of up to $5,000,000 of securities in a 12-month period. General offering and solicitations are permitted under this rule as long as they are in accordance with state […]
Regulation D Rule 505 provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, securities may be sold to an unlimited number of “accredited investors” and up to 35 […]
Representations and Warranties are certifications of certain important facts by a party to an agreement to the other party to the agreement.
Regulation D Rule 506 is a “safe harbor” for the private offering exemption. Under this rule, companies can raise an unlimited amount of capital to an unlimited number of accredited investors and up to 35 other purchasers. Also, subject to […]
Reserved Shares are company shares that are reserved for some internal purpose and will not be issued to shareholders. Some shares are required to be reserved. For example, if a company issues preferred stock, the company must reserve enough shares […]