Using the Reg. S Exemption for Foreign Investors

Using Reg. S is useful when the issuer does not want to be limited by the restrictions of Rule 506. With a Rule 506 offering all investors must be either accredited or sophisticated, and there is a limit of 35 non-accredited investors. Offerings made pursuant to Reg. S do not have to meet either of those requirements. In short, there are no investor requirements and no limit on the number of investors.

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