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REGULATION D - 506C (Limited Public Solicitation):

Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:
  • The investors in the offering are all accredited investors; and

  • The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.

Purchasers of securities offered pursuant to Rule 506 receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a “Form D” electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. 

  • Solicitation:

    • Marketed over the Internet, TV, Advertisements and Solicitation on Social Media

  • Eligible Issuers:

    • Both SEC Registered and Private Companies 

  • Eligible Investors:

    •  Only Accredited Investors

  • Ascertaining Investors' Status as Accredited Investors:

    • Issuer may rely on various methods to "verify" accredited status

  • Offering Size:

    • No Dollar Limit on Offering Size

  • Disclosure:

    • Disclosure driven by market demands and liability concerns

  • Liability:

    • Liability under General Rule 10b-5 Anti-Fraud provisions for any persons making untrue statements

  • Resales:

    • Securities are "restricted" and cannot be freely resold

  • Intermediaries:

    • ALL Intermediaries MUST be Registered Broker Dealers

To Retain and Engage STEVE MUEHLER - SECURITIES for a Rule 506 Offering under Regulation D:

Since 2010, we have prepared hundreds (if not into the thousands) of Rule 506 Offerings, and have done so in nearly ever jurisdiction, for nearly all types of company structures, and all types of securities (from simple offerings of stock, to unit offerings, to structured finance offerings) and in every industry type. 

 

Service(s) to be Provided:

  • Registration of the Company with the United States Securities & Exchange Commission's Online EDGAR Portal 

    • Obtain SEC CIK Number

  • Drafting & Preparation of a State & Federal Securities Laws Compliant Rule 506 Offering under Regulation D.

    • Our Custom Rule 506 under Regulation D Offering Preparation includes Offering Structuring, Development of a Presentation Grade Private Placement Memorandum ("PPM"), all SEC Filing(s) as required, State filing support (as required), State & Federal Securities Laws Compliance Review,  and access to our Broker-Dealer Network & Institutional Investment Banking Network.

  • Registration of all Form D's with the United States Securities and Exchange Commission for the sale of all Securities by the Company.

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STEVE MUEHLER - SECURITIES
1055 West 7th Street
Los Angeles, California 90017
Phone: (877) 259-8066
Email: Steve@SteveMuehler.com