Home
>
Small Business
>
Going Public by Way of Regulation D (504) Offering

Going Public by Way of Regulation D (504) Offering

Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.

Rule 504 or Regulation D provides an exemption from the registration of the federal securities laws for some companies when they offer and sell up to $1,000,000.00 of their securities in any 12 month period.

A company can use this exemption so long as it is not a Blank Check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive restricted securities, meaning that they may not sell the securities without registration or an applicable exemption.

Rule 504 does allow companies to make a public offering of freely tradable securities but only if one of the following circumstances is met:

(1) The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;

(2) A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or

(3) The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors.

An accredited investor is defined by federal securities law as:

. a bank, insurance company, registered investment company, business development company, or small business investment company;

. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

. a charitable organization, corporation, or partnership with assets exceeding $5 million;

. a director, executive officer, or general partner of the company selling the securities;

. a business in which all the equity owners are accredited investors;

. a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase;

. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

. Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase of the securities is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.

. even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the anti fraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.

Any information provided to an investor whether written or oral must be accurate in order not to violate the anti fraud provision,All securities offerings are subject to this provision.

This process provide a far less expensive way to take your company public than the traditional IPO, and it also provide a much faster track to having your company's shares listed and trading.

The Regulation D (504) offering is one method of going public we recommend to our clients, we normally conduct a review of the company to see if going public is a viable option for them.

Joseph D. Quinones, President of Genesis Corporate Advisors has spent over 25 years in the securities industry. In 1992 he founded JDQ Financial Group, Inc. and proceeded to build it up from a one man operation to the point where it employed many traders, advised numerous client and generate millions in revenues.

For other option please visit our website: www.genesiscorporateadvisors.com

Email: josephquinones@genesiscorporateadvisors.com

trusted cleaning company Bannockburn ..

In The News:

Apple's iOS 26.1 update delivers major security fixes, performance boosts and enhanced privacy controls for your iPhone. Discover why updating now protects your data.

Russian hackers use fake CAPTCHA tests to spread dangerous malware targeting governments and journalists. Learn how to protect yourself from these deceptive attacks.

Stay up to date on the latest AI technology advancements and learn about the challenges and opportunities AI presents now and for the future.

Miami-Dade debuts America's first autonomous police SUV with AI cameras, drone deployment and real-time crime detection in groundbreaking law enforcement pilot.

Bank impostor scams cost Americans $2.9 billion as criminals use AI voices and caller ID spoofing to steal life savings. Learn nine essential fraud protection tips.

Foreign-owned apps secretly harvest personal data from seniors, making them prime targets for scams. Learn how to protect your privacy and stop data brokers today.

Sens. Josh Hawley and Richard Blumenthal introduce bipartisan GUARD Act to protect minors from AI chatbots through mandatory age verification and disclosure requirements.

Ghost-tapping scammers exploit wireless technology to drain accounts through small transactions, but RFID-blocking wallets and transaction alerts can protect you.

French pilot project demonstrates wireless charging roads that can deliver over 300 kilowatts of power to EVs while driving, potentially eliminating range anxiety.

YouTube's Ghost Network spreads information-stealing malware through thousands of fake videos offering cracked software, using compromised accounts and fake engagement.

Protect your privacy by disabling your smart TV microphone. Most TVs have hidden mics that listen even when voice commands are off. Learn quick steps to stop unwanted audio capture.

SessionReaper vulnerability hits Magento and Adobe Commerce stores, compromising 250+ sites in one day. Hackers steal data and hijack shopping sessions.

Master essential parental controls and digital safety tools to protect your kids online. Learn screen time limits, location settings and privacy controls every parent needs.

Cybersecurity expert shares six essential steps to protect against dark web threats, including data removal services, password managers and antivirus software.

NVIDIA GPU space mission could revolutionize cloud services by enabling orbital data centers that make apps, games and AI tools faster and more efficient.

Stay up to date on the latest AI technology advancements and learn about the challenges and opportunities AI presents now and for the future.

Microsoft warns Windows 10 users face serious security risks as 90% of ransomware attacks target unsupported systems. Learn why upgrading to Windows 11 is crucial.

Nike unveils Project Amplify, revolutionary motorized shoes developed with Dephy that add powered assistance to every step for runners and walkers.

Cybersecurity experts warn about one of the largest credential compilations ever found, urging users to check "Have I Been Pwned" and change passwords immediately.

Quick iPhone and Android battery optimization techniques help your device stay powered all day by turning off hidden features that secretly drain power in the background.

Kodiak Driver autonomous truck achieves perfect 98 safety score, matching top human fleets in groundbreaking AI evaluation by Nauto's VERA system.

New 401k catch-up contribution rules in 2026 will change taxes for high earners over 50. Learn how scammers exploit these changes and protect your retirement savings.

Kurt Knutsson's guide covers social media privacy protection through location settings, account privacy controls and two-factor authentication to prevent scams and data breaches.

Revolutionary retinal implant restores central vision in 80% of patients with advanced macular degeneration, offering hope where treatments once only slowed blindness.

Learn how to use passkeys on Windows and Mac computers without cameras or fingerprint readers. Discover secure authentication methods that replace passwords.

Going Public by Way of Regulation D (504) Offering

Small Business