REGULATION D - RULE 506:

Rule 506 of Regulation D is considered a “safe harbor” for the Private Offering Exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is within the Section 4(2) exemption by satisfying the following standards:

  • The company cannot use general solicitation or advertising to market the securities unless they only accept investments from Accredited Investors pursuant to Rule 506(c);

  • The company may sell its securities pursuant to Rule 506(b)to an unlimited number of “accredited investors” and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;

  • Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;

  • The company must be available to answer questions by prospective purchasers;

  • Financial statement requirements are the same as for Rule 505; and

  • Purchasers receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

 

While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a Form D after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

As an added service, Private Placement Markets will file all Form D's with the SEC for all Clients at no charge for the length of the Offering. 

 

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:

  • 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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1055 West 7th Street
Los Angeles, California 90017
Phone: (310) 463-5122
Email: Steve@SteveMuehler.com