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Exemption for limited offerings not exceeding $10 million—Rule 504 of Regulation D

Rule 504 of Regulation D exempts from registration the offer and sale of up to $10 million of securities in a 12-month period.

A company is required to file a notice with the Commission on Form D within 15 days after the first sale of securities in the offering.

The following companies are not eligible to use Rule 504: Exchange Act reporting companies; investment companies; companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies; and companies that are disqualified under Rule 504’s "bad actor" disqualification provisions.

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