For Investors Only... Private Offering:

Generally, the only time registration is not required is if a transaction is done in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, which is an exemption applicable to private offerings (i.e., not sales to the public). There are safe harbor transactions under 4(2) provided by Regulation D that specify the type of transaction that can be engaged in for an offering to be an exempt private placement. The most common exemption relied upon is Rule 506, which allows an issuer to sell to an unlimited accredited investors and/or up to 35 non-accredited investors, provided that the non-accredited investors must be sophisticated and have business knowledge, either alone or with a purchaser representative, that enables them to evaluate the offering. Note, however, that if you sell securities to even one non-accredited investor, the scope and type of information you are required to provide increases, including a requirement that audited financial statements be provided if Rule 506 is relied upon.   

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For more information please email...

 prs@pvsa.net