A PIPE, or a Private Investment in Public Equity, is an alternative financing option for public companies from traditional capital markets transactions. A PIPE is a private offering of unregistered securities exempt from the registration requirements of Section 5 (15 USCS § 77e) of the Securities Act of 1933, as amended (the Securities Act). A PIPE typically is structured as a private placement under Rule 506 (17 CFR 230.506) of Regulation D, which is a safe-harbor from the registration requirements of Section 5 under Section 4(a)(2) (15 USCS § 77d) of the Securities Act. Under Rule 506, an offering can include an unlimited number of accredited investors and up to 35 non-accredited investors. Issuers can choose to comply with Rule 506(b) which prohibits any form of general solicitation or general advertising or Rule 506(c) which allows for general solicitation provided that each purchaser is an accredited investor and the issuer takes reasonable steps to verify that each purchaser is ...