WHAT’S ACTUALLY HAPPENING
Every time you accept capital, you are selling securities.
Most early-stage founders rely on Regulation D exemptions:
- Rule 506(b): no public advertising
- Rule 506(c): public advertising allowed, but strict accreditation rules
This step is often skipped or misunderstood.
WHY THIS HAPPENS
Resources like startup accelerators simplify fundraising to:
- “raise quickly”
- “use SAFEs”
But they leave out:
- SEC compliance
- filing requirements
- investor verification
Founders move fast, but without understanding the legal layer underneath.
WHERE FOUNDERS GET STUCK
- Not filing Form D
- Ignoring Blue Sky filings
- Posting publicly without proper exemption
- Failing to verify accredited investors
- Poor recordkeeping
WHAT TO FIX
- File Form D within required timelines
- Choose exemption early (506b vs 506c)
- Track investors and documents carefully
- Avoid public solicitation unless compliant
- Get light legal review early