Secondary Sales and the Non-Accredited Investor Limit

What this video covers

• When the 30% secondary sales cap applies: strictly to the issuer's first Regulation A offering and any offering qualified within one year of that first qualification date
• Why the 30% cap exists: to keep Regulation A from becoming a personal ATM for founders rather than raising new business capital
• When the 10% non-accredited investor limit applies: only to Tier 2 offerings that are not listed on a national securities exchange at qualification
• How to calculate the 10% limit for natural persons using the greater of annual income or net worth, and for entities using the greater of revenue or net assets
• The precise timing rule for issuer reliance on a purchaser's representation of financials: knowledge at the time of sale defeats it, post-sale knowledge does not
• Why the 10% limit protects a single purchaser from overcommitting, not the offering's total size
• The common exam trap of applying the 30% cap or the 10% limit to offerings where neither restriction actually applies