17 CFR 230.505 - Exemption for limited offers and sales of securities not exceeding $5,000,000.
(a)Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this section by an issuer that is not an investment company shall be exempt from the provisions of section 5 of the Act under section 3(b) of the Act.
(b)Conditions to be met -
(2)Specific conditions -
(i)Limitation on aggregate offering price. The aggregate offering price for an offering of securities under this § 230.505, as defined in § 203.501(c), shall not exceed $5,000,000, less the aggregate offering price for all securities sold within the twelve months before the start of and during the offering of securities under this section in reliance on any exemption under section 3(b) of the Act or in violation of section 5(a) of the Act.
The calculation of the aggregate offering price is illustrated as follows:
Example 1: If an issuer sold $2,000,000 of its securities on June 1, 1982 under this § 230.505 and an additional $1,000,000 on September 1, 1982, the issuer would be permitted to sell only $2,000,000 more under this § 230.505 until June 1, 1983. Until that date the issuer must count both prior sales towards the $5,000,000 limit. However, if the issuer made its third sale on June 1, 1983, the issuer could then sell $4,000,000 of its securities because the June 1, 1982 sale would not be within the preceding twelve months.
Example 2: If an issuer sold $500,000 of its securities on June 1, 1982 under § 230.504 and an additional $4,500,000 on December 1, 1982 under this section, then the issuer could not sell any of its securities under this section until June 1, 1983. At that time it could sell an additional $500,000 of its securities.
(ii)Limitation on number of purchasers. There are no more than or the issuer reasonably believes that there are no more than 35 purchasers of securities from the issuer in any offering under this section.
(A) The term filing of the offering statement as used in § 230.262 shall mean the first sale of securities under this section;
(B) The term underwriter as used in § 230.262(a) shall mean a person that has been or will be paid directly or indirectly remuneration for solicitation of purchasers in connection with sales of securities under this section; and
(C) Paragraph (b)(2)(iii) of this section shall not apply to any issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied. Any such determination shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person.
- 17 CFR 275.204A-1 — Investment Adviser Codes of Ethics.
- 17 CFR 239.500 — Form D, Notice of Sales of Securities Under Regulation D and Section 4(5) of the Securities Act of 1933.
- 17 CFR 230.501 — Definitions and Terms Used in Regulation D.
- 17 CFR 230.502 — General Conditions to Be Met.
- 17 CFR 230.508 — Insignificant Deviations From a Term, Condition or Requirement of Regulation D.
- 17 CFR 230.503 — Filing of Notice of Sales.
- 17 CFR 230.507 — Disqualifying Provision Relating to Exemptions Under §§ 230.504, 230.505 and 230.506.
- 17 CFR 230.505 — Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000.