Exempt Offerings and Private Placements
Chapters in this video
- 0:00 Regulation A: the mini IPO and SEC qualification
- 1:23 Tier 1 vs Tier 2: $75 million cap and trade-offs
- 2:31 Regulation D: accredited investor thresholds
- 3:57 General solicitation and the 35 non-accredited limit
- 5:18 Form D filing, restricted securities, and disclosure rules
- 5:44 Intrastate exemption: 80% test and 6-month lockup
- 7:06 Rapid-fire exam recap
What this video covers
- Why Regulation A is an abbreviated registration (not an exemption) and the SEC must qualify Form 1-A before any sales begin
- How Tier 1 and Tier 2 differ on maximum offering size, state blue-sky compliance, audited financials, and ongoing reporting
- The three accredited investor thresholds for individuals and entities, and why the primary residence is excluded from the net worth test
- Why the no-solicitation private-placement tier allows 35 non-accredited sophisticated investors but the general-solicitation tier requires all investors to be accredited with verified status
- When a private placement memorandum with audited financials is mandatory versus when no disclosure document is required at all
- How Form D filing within 15 days after first sale differs from Reg A pre-qualification, and why Reg D securities are restricted while Reg A securities are freely tradable
- The intrastate exemption's 80% doing-business test, the all-residents requirement, and the 6-month resale lockup to out-of-state buyers
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