Defines an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period in Regulation D private placements. The company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act of 1934 reporting requirements. General offering and solicitations are permitted under Rule 504 as long as they are restricted to Accredited Investors. The Issuer need not restrict purchaser’s right to resell securities. Pertains to Issuers and Investors.

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