do not file the Form D, as required by Rule 503. Rule 508 provides the guidelines under which the SEC enforces Regulation D against issuers. Exemptions Regulation D establishes three exemptions from Securities Act registration. Rule 504 Rule 504 provides an exemption for the offer and sale of up to $10,000,000 of securities in a 12-month period. The company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act of 1934 reporting requirements. General offering and solicitations are permitted under Rule 504 as long as they are restricted to accredited investors. The issuer need not restrict purchaser's right to resell securities. Rule 504 allows companies to sell securities that are not restricted if one of the following conditions is met: The offering is registered exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors; The registration and sale takes place in a state that requires registration and disclosure delivery, and the buyer is in a state without those requirements, so long as the disclosure documents mandated by the state in which you registered to all purchasers are delivered; or The securities are sold exclusively according to state law exemptions that permit general solicitation and advertising and you are selling only to accredited investors. However, accredited investors are only needed when sold exclusively with state law exemptions on solicitation. Rule 505 On October 26, 2016, the Commission repealed Rule 505. It previously provided an exemption for offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, securities could be sold to an unlimited number of "accredited investors" and up to 35 "unaccredited investors". The Rule 505 exemption was phased out and its provisions integrated into the Rule 504 exemption. Rule 504's capital limit increased to $10 million and Rule 505's "Bad Actor" provision was added to Rule 504. Rule 506 A company that satisfies the following standards may qualify for an exemption under this rule: Can raise an unlimited amount of capital; Seller must be available to answer questions by prospective purchasers; Financial statement requirements as for Rule 505; and Purchasers receive restricted securities, which may not be freely traded in the secondary market after the offering. The rule is split into two options based on whether the issuer will engage