Regulation D – SEC Filings For Fun and Profit

Regulation D (Reg D) is a Securities and Exchange Commission (SEC) regulation governing private placement exemptions. Reg D allows companies to raise capital through the sale of equity or debt securities without having to register their securities with the SEC. This exemption is frequently used by early-stage firms who raise money from small groups of accredited investors.

While companies using a Reg D exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what’s known as a ‘Form D’ after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s executive officers and stock promoters, but contains little other information about the company. More information is available at the SEC

On December 19, 2013, Threefold Photos Filed Form D with the SEC. It is available to the public through the SEC Edgar database here: SEC Edgar Search or you can download the pdf here: ThreefoldPhotos_FormD_12192013

Reg D offerings have the advantages of allowing a company to raise an unlimited amount of funds without the headaches of registration or those burdensome Blue Sky Laws. What are Blue Sky Laws, you ask? State regulations designed to protect investors against securities fraud by requiring sellers of new issues to register their offerings and provide financial details. In other words, the Reg D exemption is a loophole designed to keep the public in the dark while the company does it’s thing, whatever that may be.


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