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Series 79: Underwriting & New Financing
Series 79 practice questionmediumRegulation D

A private biotech firm is raising $12 million through a private placement under Regulation D Rule 506(c). The company wants to broadly advertise the offering on its website and at industry conferences. Which of the following is required for them to be in full compliance with Rule 506(c)?

  1. AThey must limit the offering to no more than 35 non-accredited investors.
  2. BThey must take reasonable steps to verify that all purchasers are accredited investors.✓ Correct answer
  3. CThey must ensure all investors receive audited financial statements.
  4. DThey must file a registration statement with the SEC prior to selling securities.
Explanation

Why BThey must take reasonable steps to verify that all purchasers are accredited investors.

Rule 506(c) permits general solicitation as long as the issuer takes reasonable steps to verify that all purchasers are accredited investors. A common trap is confusing 506(c) with 506(b), which permits up to 35 non-accredited investors but does not allow general solicitation.

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