Securities Act of 1933: Exempt Offerings

What this video covers

• Regulation A Tier 1 versus Tier 2: the $20 million and $75 million per 12-month caps and why raising across those periods vaporizes the exemption
• Why Tier 2 limits non-accredited investors to 10% of the greater of annual income or net worth, and when that cap disappears
• The bare statutory private placement exemption: no general solicitation, sophisticated investors required, and why most issuers avoid this vague path
• Regulation D 506(b): unlimited accredited investors plus 35 sophisticated non-accredited investors, no advertising, and self-certification as sufficient
• Regulation D 506(c): general solicitation permitted but every investor must be accredited, and the strict reasonable-steps verification requirement (Internal Revenue Service forms, bank statements, or third-party certified public accountant or attorney letter)
• The standalone accredited investor-only exemption: no advertising allowed and a single non-accredited investor destroys the entire exemption
• Resale safe harbor holding periods: six months for Securities Exchange Act reporting issuers, one year for non-reporting issuers, and the affiliate volume limits plus the 5,000 shares or $50,000 notice trigger
• Qualified institutional buyer institutional fast lane and why holding periods and volume caps vanish for QIB resales