All purchasers are considered accredited investors by the Securities and Exchange Commission (SEC) — meaning that they meet certain income or net worth requirements;
If the securities are being offered through a general solicitation or advertising and the sales are made through a platform available only to accredited investors.
The exemption would be denied for transactions where the seller is:
An issuer of the securities, or the issuer’s subsidiary or parent;
A securities dealer;
An underwriter acting on behalf of the issuer, its subsidiaries, or parent, which receives compensation from the issuer related to the sale.
There is an existing exemption for investors who buy securities through a private placement that allows them to resell those securities publicly after a holding period that was granted by the SEC and codified into law. This bill essentially codifies into law the same regulatory exemption that exists allowing the sale of restricted securities via private placement.