Regulation D - Reg D

When does a securities offering occur?

An offer occurs when the issuer or its agent sends offering materials to a potential investor. Sending an executive summary or term sheet will constitute an offer if it recites price and or terms of deal. Sending a business plan constitutes an offer if raising capital is discussed or if price or terms of investments are included.

Phone contact does not constitute an offer, neither does an oral presentation.

A Power Point presentation can be an offer if terms of investment are included or discussed.

Rule for a Private Placement under Securities Act of 1933 Regulation D

Regulation D. consist of six basic rules. These rules are titled Rule 501,Rule 502,Rule 503,Rule 504,Rule 505 and Rule 506, The first three of these rules are concerned with definitions conditions and notifications.

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