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—
(1) General conditions.
To qualify for exemption under this section, offers and sales must satisfy the terms and conditions of §§ 230.501 and 230.502.
(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.
Code of Federal Regulations
Code of Federal Regulations
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(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.
(iii) Disqualifications.
No exemption under this section shall be available for the securities of any issuer described in § 230.262 of Regulation A, except that for purposes of this section only:
(A)
The term “filing of the offering statement required by § 230.252 ” as used in § 230.262(a), (b) and (c) shall mean the first sale of securities under this section;
(B)
The term “underwriter” as used in § 230.262 (b) and (c) 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.