Exempt Securities (1933 Act): Rapid Fire

What this video covers

• The difference between an exempt security (permanent category-wide pass) and an exempt transaction (sale-specific pass), and why Regulation D and Regulation S live in a separate unit
• Why a single out-of-state offer destroys the traditional intrastate safe harbor while the modernized exemption allows out-of-state offers but still bars out-of-state sales
• The issuer-residence test: incorporation AND principal place of business required for traditional, principal place of business only for modernized
• The four doing-business alternatives and why "majority" (more than 50%) for employees is the trap that breaks the three 80% patterns
• How the six-month in-state resale lock works from the issuer's original sale date, not a fresh period for secondary buyers
• Regulation A qualification terminology (qualified, not registered) and the Form 1-A versus Form D distinction that costs easy points
• Tier 1 versus Tier 2 caps, affiliate sub-caps, audited financials, ongoing reporting forms, NSMIA preemption, the 10% non-accredited investor limit, and the 20% bad-actor threshold that kills the offering