Rule 505 provides an exemption of registration for the offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, securities may be sold to an unlimited number of “accredited investors” and up to 35 “unaccredited investors” who do not need to satisfy the sophistication or wealth standards associated with other exemptions. The definition of an accredited investor is discussed under the “Definition of an Accredited Investor” tab if this web site.
Purchasers must buy for investment only, and not for resale. The issued securities are restricted, in that the investors may not sell for at least two years without registering the transaction. General solicitation or advertising to sell the securities is not allowed. Under Regulation D, Rule 505, the SEC must be notified within 15 days after the first sale of the offering.