The $10,000,000 Small-Offering Exemption
Chapters in this video
- 0:00 Aggregate offering price and the $10,000,000 cap
- 1:12 Non-cash consideration counts toward the cap
- 3:22 Riley the Rep's do-not-fly list of excluded issuers
- 4:36 Three narrow state-law paths for general solicitation
- 6:51 Bad-actor disqualification and the January 20, 2017 date
- 7:40 Rapid-fire exam recap
What this video covers
- The $10,000,000 cap, and how it is reduced by prior sales under this same exemption within the trailing 12 months or sold in violation of registration
- How aggregate offering price captures non-cash consideration including services, property, notes, and cancellation of debt
- The three issuer categories permanently excluded: Exchange Act reporting companies, investment companies, and blank-check development-stage companies
- Why general solicitation is banned by default, and the three specific state-law paths that create a narrow exception
- The mandatory accredited-investor restriction when using a state exemption that itself permits general solicitation and advertising
- The January 20, 2017 hard date for bad-actor disqualification, versus the pre-date disclosure alternative
- How to distinguish current $10,000,000 thresholds from repealed $5,000,000 and $1,000,000 ghost figures in outdated answer choices
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 82 course also includes adaptive practice questions and spaced-repetition flashcards, available in Free Beta.