Regulation D Offerings

What this video covers

• Why Regulation D exempts the transaction from Securities Act registration, not the security, and why antifraud, civil liability, and other federal securities provisions still apply
• How the limited offering exemption uses a $10 million aggregate offering price ceiling and a rolling 12-month lookback
• How the private placement exemption has no dollar limit but offers separate no-solicitation and accredited-only branches
• Why the no-solicitation branch limits sales to 35 non-accredited purchasers in any 90 calendar day period, excluding accredited investors from the count
• When general solicitation is permitted under the accredited-only branch, and why every purchaser must be accredited
• How the accredited investor tests work for natural persons, including the $1 million net worth threshold, primary residence exclusion, income thresholds, and three-year timeline
• Why attempted compliance is not an exclusive election, why evasion defeats the exemption, and how a Regulation D offering can avoid IPO and new issue status while still being a Regulation M distribution