Unregistered Offerings


This practice note provides an overview of exemptions from the registration requirements of the Securities Act of 1933, as amended (Securities Act). The Securities Act regulates the offer and sale of securities and, among other things, ensures that investors are given sufficient information to make educated investment decisions. Section 5 of the Securities Act (15 U.S.C. § 77e) requires that any offer or sale of securities in the United States either be registered with the Securities and Exchange Commission (SEC) or conducted pursuant to an exemption from registration. Securities offerings conducted pursuant to an exemption from registration are commonly referred to as unregistered (or exempt) offerings.