Series 82: 1.1.10 Summary Of Registration Exemptions

SUMMARY TABLE Summary of Registration Exemptions

Dollar Limit

Type of Offering

Issuer Requirements

Investor Requirements

Reg A

Tier 1—$20 million

Tier 2—$50 million

Public offering

U.S. or Canadian companies that are not registered with the SEC (non-reporting companies)

Has a legitimate business plan

No bad actors involved

Unlimited number of investors

All investors are eligible

Rule 504

$5 million

Private placement

Non-reporting company

U.S. or foreign company

No bad actors involved

Unlimited number of investors

All investors are eligible

Rule 506(b)

Unlimited

Private placement

U.S. or foreign company

SEC registered or private companies

No bad actors involved

Each non-accredited investor must be sophisticated

No more than 35 non-accredited investors

Number of accredited investo