Regulation D is comprised of 3 separate offering exemptions.
Regulation D has been around since 1933 and is the most utilized investment registration exemption in the market. For example, Reg A offerings raised approximately $1billion, and Reg D offerings raised approximately $1.5trillion in 2019. Reg D is comprised of 3 separate offering exemptions.
Rule 504 is for offerings of up to $10mil within 12 months. While this is an exemption under the federal securities laws, the issuer must still meet all state securities laws or exemptions appropriate to where the investors are located.
Rule 506 (b) allows issuers to sell an unlimited amount of securities to an unlimited number of accredited investors and up to 35 sophisticated non-accredited investors within any 90 day period. Reg D Rule 506(b) restricts general solicitations, meaning advertising or seminars, except “demo days,” are not permitted.
Rule 506 (c) allows issuers to sell an unlimited amount of securities through general solicitation and advertising. Investors are required to be verified as accredited by select categories of third parties or by the issuer.