Tuesday, June 30, 2009 12:05:21 PM
Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period.
A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934. Also, the exemption generally does not allow companies to solicit or advertise their securities to the public, and purchasers receive "restricted" securities, meaning that they may not sell the securities without registration or an applicable exemption.
Rule 504 does allow companies to sell securities that are not restricted, if one of the following circumstances is met:
1.The company registers the offering exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;
2.A company registers and sells the offering in a state that requires registration and disclosure delivery and also sells in a state without those requirements, so long as the company delivers the disclosure documents required by the state where the company registered the offering to all purchasers (including those in the state that has no such requirements); or
3.The company sells exclusively according to state law exemptions that permit general solicitation and advertising, so long as the company sells only to "accredited investors."
Even if a company makes a private sale where there are no specific disclosure delivery requirements, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
Recent VTSI News
- VirTra Sets 2024 Annual Meeting of Shareholders for Monday, October 21, 2024 • GlobeNewswire Inc. • 09/19/2024 09:18:22 PM
- Form DEF 14A - Other definitive proxy statements • Edgar (US Regulatory) • 09/06/2024 08:05:17 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/04/2024 10:24:45 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 08/23/2024 01:54:23 AM
- VirTra to Participate in the 2024 Gateway Conference on September 4-5 • GlobeNewswire Inc. • 08/22/2024 12:30:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/12/2024 08:28:58 PM
- VirTra Reports Second Quarter and First Half 2024 Financial Results • GlobeNewswire Inc. • 08/12/2024 08:26:42 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/12/2024 08:26:20 PM
- VirTra Appoints Brandon Cox as Chief Technology Officer to Accelerate Innovation and New Product Development • GlobeNewswire Inc. • 08/06/2024 08:05:00 PM
- VirTra Sets Second Quarter 2024 Conference Call for Monday, August 12, 2024 at 4:30 p.m. ET • GlobeNewswire Inc. • 07/29/2024 08:05:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 07/09/2024 08:05:36 PM
- VirTra Appoints CEO John Givens as Chairman • GlobeNewswire Inc. • 07/09/2024 08:05:00 PM
- VirTra Simulators Approved for DoD-Funded Research Projects • GlobeNewswire Inc. • 06/13/2024 12:30:00 PM
- VirTra Set to Join Russell 3000® Index • GlobeNewswire Inc. • 06/04/2024 12:00:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/30/2024 08:05:29 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/14/2024 08:06:53 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/14/2024 08:05:22 PM
- VirTra Reports First Quarter 2024 Financial Results • GlobeNewswire Inc. • 05/14/2024 08:05:00 PM
- VirTra Sets First Quarter 2024 Conference Call for Tuesday, May 14, 2024 at 4:30 p.m. ET • GlobeNewswire Inc. • 04/30/2024 12:00:00 PM
- VirTra to Introduce V-XR Training Solution at IAHSS Exhibition, Signaling Increased Commitment to Healthcare Security Training • GlobeNewswire Inc. • 04/29/2024 12:00:00 PM
- VirTra Awarded $5.9M Prototype Contract from U.S. Army IVAS Prime Contractor Microsoft • GlobeNewswire Inc. • 04/18/2024 12:00:00 PM
- VirTra Reports Fourth Quarter and Full Year 2023 Financial Results • GlobeNewswire Inc. • 04/02/2024 10:00:00 AM
- VirTra Reports Fourth Quarter and Full Year 2023 Financial Results • GlobeNewswire Inc. • 04/01/2024 08:05:00 PM
- VirTra Sets Fourth Quarter and Full Year 2023 Conference Call for Monday, April 1, 2024 at 4:30 p.m. ET • GlobeNewswire Inc. • 03/18/2024 12:00:00 PM
- VirTra to Participate in the 36th Annual ROTH Conference on March 17-19, 2024 • GlobeNewswire Inc. • 03/07/2024 01:00:00 PM
Lingerie Fighting Championships Signs Broadcast Deal With Maybacks Global Entertainment • BOTY • Sep 26, 2024 9:00 AM
Maybacks Global Entertainment and Lingerie Fighting Championships Enter Into Broadcast And Revenue Sharing Agreement • AHRO • Sep 26, 2024 8:30 AM
North Bay Resources Commences Operations at Bishop Gold Mill, Inyo County, California; Engages Sabean Group Management Consulting • NBRI • Sep 25, 2024 9:15 AM
CEO David B. Dorwart Anticipates a Bright Future at Good Gaming Inc. Through His Most Recent Shareholder Update • GMER • Sep 25, 2024 8:30 AM
Cannabix Technologies and Omega Laboratories Inc. Advance Marijuana Breathalyzer Technology - Dr. Bruce Goldberger to Present at Society of Forensic Toxicologists Conference • BLOZF • Sep 24, 2024 8:50 AM
Integrated Ventures, Inc Announces Strategic Partnership For GLP-1 (Semaglutide) Procurement Through MedWell USA, LLC. • INTV • Sep 24, 2024 8:45 AM