Yesterday the SEC adopted proposed amendments to the filing and disclosure requirements under Regulation D. The proposed amendments are now open for a 60 day comment period.

Private Offerings Filing Requirement

The amendments would require an issuer using the Rule 506 exemption of Reg. D to file Form D at least 15 days before engaging in any general solicitation. In addition, issuers would be required to file Form D within 30 days of completing an offering. The Form D would also require certain additional information, including the investor verification method used by the issuer. Failure to comply with the Form D filing requirements would generally disqualify the issuer from using the Rule 506 registration exemption for up to one year.

The proposed amendments are subject to a 60-day public comment period. The proposed amendments are available here and comments may be submitted here.