Plain-language definitions for every term that matters in Regulation D, Reg A+ and Reg CF offerings — built for founders, fund managers and their advisors.
An individual or entity legally permitted to invest in unregistered securities because they meet SEC-defined wealth, income or professional-knowledge thresholds. Individuals generally qualify with $200,000+ annual income ($300,000 joint) in each of the last two years with a reasonable expectation of the same, or $1,000,000+ net worth excluding the primary residence. Entities can qualify by asset size or by being composed entirely of accredited investors. Under Rule 506(c), issuers must take reasonable steps to verify this status; under 506(b), self-certification is generally sufficient.
State-level securities regulations that exist alongside federal SEC rules. Some exemptions (like Tier 2 of Regulation A+ and most Rule 506 Regulation D offerings) preempt state blue-sky registration requirements; others (Tier 1 Reg A+, some Reg CF offerings) still require notice filings or fees in each state where securities are sold.
A rule that bars issuers, their officers, directors, and certain other "covered persons" from relying on Regulation D or Regulation A+ exemptions if they have specified disqualifying events — such as securities-related criminal convictions, court injunctions, or certain SEC or state regulatory orders — within a defined look-back period.
A securities offering that does not require full SEC registration (an S-1 registration statement) because it qualifies for an exemption under the Securities Act of 1933 — most commonly Regulation D, Regulation A+, or Regulation Crowdfunding. Exempt offerings still carry disclosure, filing and investor-protection obligations; "exempt" refers only to the registration requirement.
The disclosure document an issuer files with the SEC to launch a Regulation Crowdfunding offering, filed through a registered funding portal or broker-dealer. It discloses the business, use of proceeds, risk factors and financial statements. Ongoing annual reports use Form C-AR; material updates use Form C-U.
The notice filing an issuer submits to the SEC after the first sale of securities in a Regulation D offering. It is a notice, not an application — the offering does not wait for SEC approval. Form D is due within 15 calendar days of the first sale and discloses basic facts about the issuer, the offering, and the exemption relied upon.
The offering statement an issuer files with the SEC to qualify a Regulation A+ offering. It includes a detailed offering circular — business description, risk factors, use of proceeds and financial statements (audited for Tier 2). The SEC must qualify Form 1-A before sales can begin.
Publicly advertising or marketing a securities offering — through email blasts, websites, social media, public seminars or similar broad-reach channels. Rule 506(b) prohibits it; Rule 506(c) permits it in exchange for mandatory accredited-investor verification.
The doctrine under which the SEC may treat two or more offerings that are close in time or otherwise related as a single offering for exemption-qualification purposes. Poorly sequenced or overlapping raises can inadvertently combine and blow an offering's exemption or dollar limits — a key reason issuers consult counsel before running parallel raises.
The Jumpstart Our Business Startups Act of 2012, the federal law that created Regulation Crowdfunding, raised the Regulation A+ offering ceiling, and authorized general solicitation under Rule 506(c) — the legislative foundation for the modern exempt-offering landscape.
A securities offering sold to a limited number of investors without a public offering or SEC registration — most commonly conducted under Regulation D. Often used interchangeably with "Reg D offering."
The disclosure document used in a Regulation D offering to describe the investment, the issuer's business, risk factors and terms to prospective investors. Not always legally required for accredited-investor-only 506(b)/506(c) offerings, but standard practice for risk disclosure and investor communication.
An institutional investor — typically managing $100 million or more in securities — that meets a higher SEC threshold than an accredited investor, primarily relevant to Rule 144A resales of securities among institutions.
An SEC exemption, expanded by the JOBS Act, that allows companies to raise capital from the general public — both accredited and non-accredited investors — through a qualified offering circular. Tier 1 caps at $20 million per 12 months with coordinated state review; Tier 2 caps at $75 million per 12 months, preempts state blue-sky registration, and requires audited financials and ongoing reporting. Often called a "mini-IPO."
An SEC exemption allowing companies to raise up to $5 million per 12-month period from the general public through an SEC-registered funding portal. Non-accredited investors are subject to per-investor caps based on income and net worth; accredited investors are uncapped.
The most widely used SEC exemption for private capital raises, primarily through Rule 506(b) and Rule 506(c). Both allow unlimited offering amounts to accredited investors; 506(b) permits up to 35 additional sophisticated non-accredited investors but bars public advertising, while 506(c) permits public advertising but requires investor verification.
A Regulation D exemption prohibiting general solicitation. Issuers may raise an unlimited amount from an unlimited number of accredited investors (self-certified) plus up to 35 sophisticated non-accredited investors, so long as they rely on a pre-existing, substantive relationship rather than public marketing.
A Regulation D exemption permitting general solicitation and public advertising of the offering. In exchange, the issuer must take reasonable steps to verify that every investor is accredited — through income/asset documentation or a third-party verification letter from a CPA, attorney or registered broker-dealer.
A non-accredited investor who, alone or with a purchaser representative, has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment — the standard that allows up to 35 such investors to participate in a Rule 506(b) offering.
An SEC- and FINRA-registered intermediary platform required to conduct Regulation Crowdfunding offerings. Funding portals handle investor onboarding, enforce Reg CF investment limits, and hold offering documents — issuers cannot self-run a Reg CF raise without one (or a registered broker-dealer).
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