How Do the Private-Placement and Verified-Solicitation Paths Differ?

What this video covers

• Why the workhorse safe harbor dominates deal flow: no dollar cap and federal preemption that limits states to notice filings only
• The 506(b) private safe harbor: prohibited general solicitation, unlimited accredited investors, and the 35 non-accredited sophisticated purchaser limit on purchasers (not offerees)
• Why adding even one non-accredited purchaser triggers full financial and non-financial information delivery to every purchaser in the deal
• The reasonable belief standard for accredited status under 506(b): why a self-certification questionnaire is generally sufficient and no independent verification is required
• The 506(c) verified-AI safe harbor: permitted general solicitation, accredited investors only, and the principles-based reasonable steps to verify requirement
• The 2025 verification shortcuts: $200,000 minimum investment for a natural person and $1,000,000 for an entity, funded without third-party financing, allowing reliance on purchaser representations
• Why both safe harbors yield restricted securities subject to resale safe harbor holding periods, regardless of which path the issuer chooses