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

A private company raises $20 million from 40 accredited and 15 non-accredited investors under Rule 506(b). Which statement is true regarding investor solicitation and disclosure?

  1. AGeneral solicitation is permitted with appropriate verification of accredited status
  2. BOnly accredited investors may participate under Rule 506(b)
  3. CNon-accredited investors must receive specific disclosure information similar to a registered offering✓ Correct answer
  4. DNo disclosure is required for any investors
Explanation

Why CNon-accredited investors must receive specific disclosure information similar to a registered offering

Rule 506(b) limits non-accredited investors to 35 and requires that they receive extensive disclosure, similar to public offerings. General solicitation is not permitted under 506(b), and the presence of non-accredited investors triggers mandatory disclosure. Assuming no disclosure or misapplying 506(c) rules is a common trap.

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