The new Rule 506 changes everything. The SEC has lifted an 80-year
ban on general solicitation. Start-ups for the first time can use
public advertising to sell private offerings. The new Rule 506 may
prove to be the answer to the prayers of star-ups frustrated with
existing fund sourcing platforms. But it also has hidden dangers
that will cause many issuers to continue to use the "old Rule 506"
506(b)]. Among the new Rule 506 strengths: The amount that can be
raised is unlimited There is no requirement for review of the
offering under any Blue Sky laws (state securities regulations)
There is no review of the offering by the SEC Solicitations can be
online or offline Solicitations can be made to anyone Sales (as
opposed to solicitations) must be to accredited investors, and
issuers must be able to verify that any actual investor is
"accredited." Also, proposed rules will require issuers to send the
SEC all marketing copy; as of this writing, however, there is no
need to send copies of solicitation materials to the SEC (or to
state regulators). Soon you will start to see: Emails asking if you
might be interested in learning about investing in someone's
project Videos of founders and entrepreneurs soliciting your
interest in their projects Links on websites inviting you to click
through to learn more about an investment Mobile apps with
increasingly creative solicitation
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