Regulation D (Reg D)
Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. The exemptions are commonly known as Regulation D, and the ’33 Act contains three rules (Rule 504, Rule 505, Rule 506) which provide exemptions from the registration requirement, allowing some companies to offer and sell their securities without having to register the securities with the SEC. (You might still be subject to state security clauses and anti-fraud clauses, even if you do have exemptions). Please consult with an attorney.