“Offerings of securities which cannot trade publicly, do not involve upfront registration of the underlying security with the Securities Exchange Commission (SEC) or compliance with the public registration requirements. They are discreetly offered and sold to Investors, historically, in a non-public manner (i.e., without public advertising). Rule 506(c) of SEC Regulation D, promulgated in 2016, authorizes “general solicitations” (i.e., advertising) for privately placed securities which are purchased only by Accredited Investors with third-party verification (see “Regulation D, Rule 506(c) Private Placements”). See also “What is a Private Placement” and “Private Placement Investment Considerations” for more information. This term relates both to equity and debt offerings.”

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