Regulation D Private Placements

What this video covers

• Why the $1 million net worth test excludes the primary residence value, and how Cora the homeowner gets bounced despite her $2 million house
• The full accredited investor menu: net worth, income, professional licenses (Series 7, 65, or 82), issuer insiders, and the entity tests that swap total assets for investments
• The four general conditions: integration, information disclosure, manner of offering, and resale restrictions on restricted securities
• When Form D must be filed: 15 calendar days after the first sale, not before, and why it is a notice filing rather than a permission slip
• How the small-offering exemption works: $10 million cap in any 12-month period, uncapped non-accredited investors, no sophistication requirement, and no general solicitation
• The fork between the traditional private-placement variant (up to 35 sophisticated non-accredited investors, no general solicitation) and the accredited-only general-solicitation variant (zero non-accredited investors, mandatory verification steps)
• What the insignificant-deviation provision protects: the individual purchaser's exemption is saved, but the issuer remains exposed to SEC enforcement
• When bad-act disqualification kicks in and permanently bars an issuer from future Regulation D use