Private Offerings: Reg D, Reg S, Reg A, and Resale Safe Harbors

What this video covers

• Why the $10 million small-offering exemption has zero investor accreditation requirement but remains capped, and why state Blue Sky laws still apply
• How the accredited-plus-sophisticated safe harbor caps non-accredited purchasers at 35 and strictly bans general solicitation
• What the general-solicitation safe harbor permits, and why self-certification by checking a box destroys the exemption while reasonable verification steps preserve it
• How Regulation A Tier 1 ($20 million) differs from Tier 2 ($75 million) on state Blue Sky preemption versus ongoing SEC reporting obligations
• Why Regulation S requires offers and sales completely outside the United States, and why a U.S. person on vacation abroad still cannot participate in an offshore tranche
• What a Qualified Institutional Buyer (QIB) is ($100 million threshold), and why the institutional resale exemption does not register the security or permit retail access
• The five conditions of the restricted securities resale safe harbor: holding period, volume cap, routine broker's transactions, current public information, and affiliate filing requirements
• When the member-issuer rule (85% proceeds use) applies versus the placement agent rule (filing within 15 days), and which investor types can exempt a deal from FINRA filing entirely