KEY FEATURES OF REGULATION D, RULE 506(b)

• Companies can raise an unlimited amount of money and can sell securities to an unlimited number of accredited investors; however, securities may not be sold to more than 35 non-accredited investors
• No general solicitation or advertising to market the securities is permitted;
• If non-accredited investors are participating in the offering, the issuer must give any non-accredited investors disclosure documents that generally contain the same type of information as provided in Regulation A offerings;
• Purchasers “restricted securities;“
• The issuer must file a Form D within 15 days after the first sale of securities in the offering;
• Rule 506(b) offerings are subject to “bad actor” disqualification provisions; and,
• Issuers must comply with state security laws and regulations in the states within which securities are offered and sold.