EB5 Investors Magazine Volume 2 Issue 1 | Page 68

Continued from page 65 4) What else must an issuer do to rely on Rule 506(c)? Currently, issuers must file Form D with the box checked that indicates reliance on Rule 506(c) within 15 days of the first sale of securities in the offering. In addition, issuers must always adhere to the anti-fraud provisions of the federal securities laws including the Securities Act, the Securities Exchange Act of 1934, as amended, and the Investment Advisers Act of 1940 (if applicable). 5) Does the new rule affect Rule 506(b) offerings? No. Rule 506(b) remains unchanged and available to issuers conducting a Rule 506 offering without general solicitation or with non-accredited investors. 6) Can I rely on Regulation D and Regulation S simultaneously? Issuers of securities for an EB-5 investment often simultaneously rely on both the Regulation D and Regulation S exemptions in case one exemption does not cover all of the investors, one exemption fails and a backup is needed, or not all of the required funding is able to be raised through EB-5 investment. 7) Can I use publicly available websites to attract interest in investment opportunities without additional verification? A website may provide general information that is not related to a specific offering on publicly available web pages. However, if relying on Rule 506(b), prior to receiving any information about a specific issuer or investment, the user 66 must go through a verification process to determine if the investor is accredited. Web pages that have information specific to an investment must be password-protected or they would be considered general solicitation. 8) Can I advertise past or future projects online or in a newspaper or magazine? Past projects can be advertised through any means of general solicitation. Securities laws prohibit advertising of offerings if relying on an exemption that requires no public offering be made, such as Rule 506(b). When merely describing a past project, there is no offering of securit