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Re: LTE post# 2727

Monday, 11/20/2017 9:18:36 PM

Monday, November 20, 2017 9:18:36 PM

Post# of 6680
Even in a 506(b) offering the investors, while not having to meet the same standards as an "accredited investor" must be sophisticated enough to understand financial matters.

<<"And in 506(b) there can be 35 unaccredited investors!

IF it was 506(c) it would have been marketed like this becuse
marketing is legal in 506(c) offerings"
>>

Under Rule 506(b), a company can be assured it is within the Section 4(a)(2) exemption by satisfying the following standards:

The company cannot use general solicitation or advertising to market the securities;

The company may sell its securities to an unlimited number of "accredited investors" and up to 35 other purchasers. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated — that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;

Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;

The company must be available to answer questions by prospective purchasers; and

Financial statement requirements are the same as for Rule 505.

https://www.sec.gov/fast-answers/answers-rule506htm.html

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