0
www.securities-law.info

SEC Reg D
Rule 506 C
Disclaimer








This is not legal or
investment advice of any
kind
Seek competent advice
from qualified attorneys
a...
This covers the new Reg D, Rule 506 C,
not old Rule 506
Now advertising is allowed for 506 C
offerings
Under the pre-exist...
SEC Reg D, Rule 506c
Changes to SEC
Rule 506 permit
you to use general
solicitation and
general advertising
to offer your
...
Verified Accredited Investors Only

You take
reasonable,
documented steps
to verify that the
investors are
accredited
inve...
Accredited at Time of Sale
All buyers are
accredited investors
under Regulation D,
Rule 501 or you
reasonably believe that...
Definition of Accredited
Under Rule 501, a
person
is
an
accredited investor
if he or she has
either:
Net Worth Accredited Test
An individual net worth
or joint net worth with
a spouse that exceeds
$1 million at the time
of
...
Accredited Investor Income Test
Individual
annual
income over $200,000
in the two most recent
years or a joint annual
inco...
Verifying Investors are Accredited
The determination of
the reasonableness of
the steps taken to
verify an accredited
inve...
Facts and Circumstances
You must consider
the
facts
and
circumstances of
each purchaser and
the transaction
You Can Use Other Methods
The rule provides a
non-exclusive list of
methods that issuers
may use to verify
the requirement...
Written Verification of Accredited
Investor
Written confirmation
from a broker, SEC
registered investment
adviser,
license...
Old 506 is now 506 B
The existing
provisions of the old
Rule 506 as a
separate exemption
are not affected by
the final 506...
Old 506 Now 506 B
You can still do 506
offerings without the
use
of
general
solicitation
or
advertising and you are
not su...
Filing Form D for 506 C
You must file a Form
D with the SEC
giving
basic
information on the
offering
506 C – Only Accredited Investors
Only accredited
investors are
allowed in a 506 C
No Limits on Funding
In a 506 C you can
raise an unlimited
amount of money
Verifying Accredited Investors
While
506
C
provides a list of
some ways to verify
your investors are
accredited, you may
u...
Bad Boy Provisions
Persons with a
history of certain
violations may be
disqualified or
these may have to
be disclosed
Bad Boys
The
company
should verify that
none
of
the
insiders fall into
these “bad boy”
provisions
State Regulations
State regulations,
other then antifraud, are preempted but you
may need to file a
Form D in some
states
Get Your Offering Funded
Questions –
email me at
John.Lux@
SecuritiesLaw.info

(240) 200-4529

Get the Data You Need
Subscribe to my
blogs
Www. Reversemerger.info
Www. Go-public.
Info
Get my books on Amazon.com
How to Pick
Hot
Reverse Merger
Penny Stocks
Get my books on Amazon.com
How to Find
a Home Run Stock
by
John E. Lux
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SEC Regulation D, Rule 506 C, Advertising Your Private Securities Offering

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Introduction to new Rule 506C which allows you to advertise a private securities offering to accredited investors.

Published in: Business, Economy & Finance
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Transcript of "SEC Regulation D, Rule 506 C, Advertising Your Private Securities Offering"

  1. 1. www.securities-law.info SEC Reg D Rule 506 C
  2. 2. Disclaimer     This is not legal or investment advice of any kind Seek competent advice from qualified attorneys and investment bankers Your situation may vary The more you know about finance and business, the more you can profit
  3. 3. This covers the new Reg D, Rule 506 C, not old Rule 506 Now advertising is allowed for 506 C offerings Under the pre-existing rules, advertising is not allowed under old 506, now known as 506 B
  4. 4. SEC Reg D, Rule 506c Changes to SEC Rule 506 permit you to use general solicitation and general advertising to offer your securities, IF . . .
  5. 5. Verified Accredited Investors Only You take reasonable, documented steps to verify that the investors are accredited investors and
  6. 6. Accredited at Time of Sale All buyers are accredited investors under Regulation D, Rule 501 or you reasonably believe that the investors fall within one of the categories at the time of the sale of the securities
  7. 7. Definition of Accredited Under Rule 501, a person is an accredited investor if he or she has either:
  8. 8. Net Worth Accredited Test An individual net worth or joint net worth with a spouse that exceeds $1 million at the time of the purchase, excluding the value (and any related indebtedness) of a primary residence
  9. 9. Accredited Investor Income Test Individual annual income over $200,000 in the two most recent years or a joint annual income with a spouse over $300,000 for those years, and a reasonable expectation of the same in the current year
  10. 10. Verifying Investors are Accredited The determination of the reasonableness of the steps taken to verify an accredited investor is an objective assessment by an issuer
  11. 11. Facts and Circumstances You must consider the facts and circumstances of each purchaser and the transaction
  12. 12. You Can Use Other Methods The rule provides a non-exclusive list of methods that issuers may use to verify the requirement for individuals, including:
  13. 13. Written Verification of Accredited Investor Written confirmation from a broker, SEC registered investment adviser, licensed attorney, or CPA that they have taken reasonable steps to verify the purchaser's accredited status
  14. 14. Old 506 is now 506 B The existing provisions of the old Rule 506 as a separate exemption are not affected by the final 506 C rule
  15. 15. Old 506 Now 506 B You can still do 506 offerings without the use of general solicitation or advertising and you are not subject to the new verification rule. This is now called 506 B
  16. 16. Filing Form D for 506 C You must file a Form D with the SEC giving basic information on the offering
  17. 17. 506 C – Only Accredited Investors Only accredited investors are allowed in a 506 C
  18. 18. No Limits on Funding In a 506 C you can raise an unlimited amount of money
  19. 19. Verifying Accredited Investors While 506 C provides a list of some ways to verify your investors are accredited, you may use other ways if reasonable and you document them
  20. 20. Bad Boy Provisions Persons with a history of certain violations may be disqualified or these may have to be disclosed
  21. 21. Bad Boys The company should verify that none of the insiders fall into these “bad boy” provisions
  22. 22. State Regulations State regulations, other then antifraud, are preempted but you may need to file a Form D in some states
  23. 23. Get Your Offering Funded Questions – email me at John.Lux@ SecuritiesLaw.info  (240) 200-4529 
  24. 24. Get the Data You Need Subscribe to my blogs Www. Reversemerger.info Www. Go-public. Info
  25. 25. Get my books on Amazon.com How to Pick Hot Reverse Merger Penny Stocks
  26. 26. Get my books on Amazon.com How to Find a Home Run Stock by John E. Lux
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