Insignificant Deviations From Regulation D

What this video covers

• Why the insignificant deviations cure exists: to prevent a single administrative slip from destroying an entire private placement
• The three mandatory conditions for the cure: the failed condition was not meant to protect that particular purchaser, the failure was insignificant to the offering as a whole, and the issuer made a good-faith, reasonable attempt to comply
• Why the cure is evaluated purchaser-by-purchaser, not as a blanket pardon for the entire offering
• The three failures that are never curable: the general solicitation ban, the small-offering exemption's dollar-amount limit, and the no-solicitation private placement exemption's purchaser limit
• What the cure does not do: it saves the registration exemption for that purchaser but does not erase the underlying failure or shield the issuer from SEC enforcement