REGULATION D (for Private Offerings):

Under the federal securities laws, any offer or sale of a security must either be registered with the United States Securities and Exchange Commission ("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 register the offering with the SEC.

Companies that comply with the requirements of Regulation D do not have to register their offering of securities with the SEC, but they must file what’s 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.

 

You can access the SEC’s EDGAR database to determine whether the company has filed a Form D. As an added service to all of our Clients, Private Placement Markets provides Free Form D Registrations for all of its clients. 

Even if a company takes advantage of an exemption from registration, a Private Placement Markets Regulation D Offering for a client company will take care to provide sufficient information to all investors to avoid violating the antifraud provisions of the securities laws. This means that any information that a client company provides to investors will be free from false or misleading statements.

 

There are Two types of Regulation D Private Offerings:

  1. Rule 504 Offering 

  2. Rule 506 Offering

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