KEY FEATURES OF REGULATION D, RULE 504

• Companies can raise up to a maximum $10 million during any 12-month period;
• In most cases, securities sold under Rule 504 are restricted securities;
• Both accredited and non-accredited investors can participate;
• Some companies are not eligible to use Rule 504;
• Generally speaking, the issuer cannot use general advertising or solicitation when making the offering;
• The issuer must file a Form D within 15 days after the first sale of securities in the offering;
• Rule 504 offerings are subject to “bad actor” disqualification provisions; and,
• Issuers must comply with state security laws (“Blue Sky Laws”) and regulations in the states within which securities are offered and sold.