The Small-Offering Reg D Tier
Chapters in this video
- 0:00 Ingrid's $10 million bakery: the small-offering Reg D tier
- 1:01 Unlimited investors, no federal disclosure mandate
- 2:15 Form D, restricted securities, and the general-solicitation ban
- 3:38 Federal preemption versus Stella the state regulator
- 5:01 Why covered securities matter: the workhorse safe harbor comparison
- 6:09 Banned issuers: SPACs, reporting companies, investment companies, bad actors
- 7:32 When the bakery tier wins and when to run to the safe harbor
- 8:22 Rapid-fire recap: five flashcards for exam day
What this video covers
- Why the small-offering Reg D tier is capped at exactly $10 million in any 12-month period, and why the legacy $5 million figure is a trap
- How the tier allows unlimited accredited and non-accredited investors with zero federal information-delivery mandate, and what that means for issuer disclosure obligations
- When the shares are restricted securities with a general-solicitation ban, and the two narrow state-law circumstances where both restrictions disappear together
- Why the absence of federal preemption means these are not covered securities, and how that triggers full blue-sky compliance in every state of sale
- The four issuer categories barred from the small-offering tier: Exchange Act reporting companies, investment companies, blank-check companies (including special purpose acquisition companies, or SPACs), and bad actors
- How exam questions test the choice between the small-offering tier and the workhorse private-placement safe harbor based on deal size, geographic scope, and need for non-accredited investor access
- The single question to ask on exam day to decide if an issuer scenario belongs in the small-offering tier or the preempted safe harbor
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