Do you know if the shares were issued illegally? Do you know if they have been sold to the public? Are they in the float.
There are several steps before shares get to the public. Shares have to be authorized, shares have to be issued, shares have to be sold to the public.
It's not Reg D - you are right there.
It could be an intrastate offering.
It could be to an accredited investor under Section 4(6) of the Securities Act.
It could be a private offering under Section 4(2).
If you don't go with the safe harbor regs, then the rules are vague and the company can claim compliance depending on the facts and circumstances.
Again, I'm not defending the company or saying what they did or did not do.
The point of my post is that so many people assume the worst. They assume the shares were issued illegally. They assume they were sold and are part of the float.
I agree that we are entitled to all this information and we don't have it, but that's why this stock is priced for uncertainty. There is much to criticize, but let's be precise when we yell "scam."