Facebook’s use of Regulation D was vital to their success. If you’re like us you’re probably wondering how Facebook got started. Well, according to the SEC’s archives, they had very humble beginnings, just like every other startup. Facebook, Twitter, Tesla, and thousands of other companies have gotten started using a purposely engineered loophole in the […]
Facebook’s Use of Regulation D Read More »
Division of Economic and Risk Analysis (DERA) U.S. Securities and Exchange Commission
Capital Raising in the U.S – Analyzing Offerings Using Reg D Exemption Read More »
Along with specific risk factors, disclosing ‘dilution’ is one of the most important sections of a PPM (what’s a PPM?). It’s one of the first sections investors review when reviewing a potential investment.
Disclosing When you have Diluted Shares Read More »
The two general types of Reg D securities sales are: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). An ‘equity‘ offering is where the company sells partial (or a majority) ownership in the company. The ownership, or equity, is transferred to investors via
Types of Reg D Securities Sales Read More »
According to Reg D rules, Issuers (companies raising capital) are responsible for verifying investor suitability. This process establishes whether they’re a qualified investor as an accredited investor, as described in Rule 501 of Reg D. We have used the following method for verifying accredited investors, since most of our staff started working with Reg D in 1998. It
Verifying Your Qualified Investor Read More »
Following up with private investors (new shareholders, or members) is key to continued success. It’s also a great way to keep them from calling once a week to check on company progress.
Your Investor Relations Strategy After The Offering Read More »
Section 230.507 – Disqualifying provision relating to exemptions under §§230.504 and 230.506. (a) No exemption under §230.504 or §230.506 shall be available for an issuer if such issuer, any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such
Regulation D Rule 507 Read More »
Section 230.508 – Insignificant deviations from a term, condition or requirement of Regulation D. (a) A failure to comply with a term, condition or requirement of §230.504 or §230.506 will not result in the loss of the exemption from the requirements of section 5 of the Act for any offer or sale to a particular
Regulation D Rule 508 Read More »
Section 230.506 – Exemption for limited offers and sales without regard to dollar amount of offering. (a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the
Regulation D Rule 506 Read More »
Regulation D Private Securities Offerings Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation D under the Securities Act provides a number of exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to