Private Placements

Exemptions under the Securities Act of 1933

§ 3(b)

Rule 505. For an offering made under Regulation D, Rule 505, a filing with the Bureau must be made under New Hampshire RSA 421-B:17, II(r), Atg-Se 703.01. The fee is $500.

• Rule 505 Checklist

§ 4(2)

Rule 506. For an offering under Regulation D, Rule 506, a notice filing with the Bureau must be made under New Hampshire RSA 421-B:11, I-a(e). The fee is $500.

• Rule 506 Checklist

Other offerings. For any other offerings under § 3(b) or § 4(2), including Regulation D, Rule 504, an exemption filing may be necessary under RSA 421-B:17, II(h) or, if II(h) is unavailable, a registration filing may be necessary under RSA 421-B:14 (See Public Offerings). For fees, please refer to RSA 421-B:31

• II(h) Checklist

For a complete guide to Regulation D Offerings, please refer to 17 CFR 230.501 through 17 CFR 230.508, by following the links below, made available by the United States Government Printing Office. (NOTE: Direct links to the GPO database are often slow and do not always respond correctly. Be patient and if you receive a message that the file cannot be found, click the "Back" button on your browser and try again.)

Questions regarding qualifications and requirements for Regulation D Offerings should be directed to the Securities and Exchange Commission (SEC) Office of Small Business at (202) 942-2950.

Questions regarding New Hampshire filing requirements should be directed to the Bureau of Securities Regulation at (603) 271-1463.