What is the difference between 506(b) and 506(c)?

506(b) allows up to 35 non-accredited investors but prohibits general solicitation. 506(c) allows general solicitation (public advertising of your raise) but requires all investors to be accredited and the issuer must take reasonable steps to verify accredited status.

How much does a Reg D filing cost?

The SEC filing itself is free. The main costs are legal fees ($5-15K for a basic 506(b) offering), state blue sky filing fees ($300-2,000 per state), and accredited investor verification costs for 506(c) offerings.

What happens if I accidentally sell unregistered securities?

Investors gain rescission rights — the right to get their money back plus interest. The SEC can impose civil penalties, seek injunctions, and bar individuals from serving as officers or directors. State regulators can take separate enforcement action under Blue Sky laws.

What is Regulation A+ and when should I use it?

Reg A+ is a mini-IPO exemption allowing raises up to $75M (Tier 2) from non-accredited investors. It requires SEC qualification and ongoing reporting but allows general solicitation and produces freely tradable shares. It is best suited for companies that want broad investor participation.

Securities Law 101 for Startup Founders

Q: What is the Howey Test?

The Supreme Court established in SEC v. W.J. Howey Co. (1946) that a transaction is a security if it involves (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits, (4) derived from the efforts of others. All four prongs must be met for something to qualify as an investment contract (security) under federal law.

Q: Do SAFEs need to be registered with the SEC?

SAFEs are securities and must either be registered or qualify for an exemption. Most SAFE issuances rely on Reg D 506(b), which allows the issuer to raise unlimited funds from accredited investors and up to 35 sophisticated non-accredited investors without general solicitation.

Q: Do I need a securities lawyer for a friends-and-family round?

Even small informal rounds can trigger securities laws. I recommend at minimum using a SAFE with proper documentation and filing a Form D. The cost of compliance is far less than the cost of rescission or enforcement.

What is a Security?

Under federal law, a security is broadly defined. The Securities Act of 1933 lists stocks, bonds, debentures, notes, and “investment contracts” as securities. The last category — investment contracts — is the catch-all that captures most startup fundraising arrangements, including SAFEs, convertible notes, token sales, and revenue-share agreements.

The question of whether something is a security matters enormously. If it is, the issuer must either register the offering with the SEC (an expensive, time-consuming process) or qualify for an exemption. Selling unregistered securities without an exemption is a federal offense carrying civil and, in some cases, criminal penalties.

The Howey Test

The Supreme Court established the definitive test for investment contracts in SEC v. W.J. Howey Co. (1946). Under the Howey Test, a transaction is an investment contract — and therefore a security — if it involves:

An investment of money (or something of value)
In a common enterprise
With an expectation of profits
Derived from the efforts of others

All four prongs must be satisfied. In practice, almost every startup fundraising instrument passes the Howey Test. SAFEs, convertible notes, equity rounds, and most token sales all involve investors putting in money expecting returns driven by the founders’ work.

Common Securities in the Startup Context

Equity (stock) — Common stock, preferred stock, options
Debt instruments — Convertible notes, promissory notes
SAFEs — Simple Agreements for Future Equity
Tokens / digital assets — If they pass the Howey Test (most do, per SEC guidance)
Revenue-share agreements — Often treated as securities
LLC membership interests — If the investor is passive

Interactive Howey Test Quiz

Answer these four questions about your fundraising arrangement to see if it likely qualifies as a security under the Howey Test.

1 Is there an investment of money (or something of value)?

2 Is it in a common enterprise?

3 Is there an expectation of profits?

4 Are the profits derived from the efforts of others?

Registration Exemptions

Most startups cannot afford the cost and complexity of a full SEC registration (think $500K+ in legal and accounting fees for an IPO). Fortunately, Congress has created several exemptions that allow private fundraising with fewer requirements. The table below compares the major exemptions side by side.

Feature	Reg D 506(b)	Reg D 506(c)	Reg A+ Tier 1	Reg A+ Tier 2	Reg CF	Reg S
Max Raise	Unlimited	Unlimited	$20M	$75M	$5M	Unlimited
Investor Types	Up to 35 non-accredited + unlimited accredited	Accredited only	Anyone	Anyone	Anyone	Non-US only
General Solicitation	No	Yes	Yes	Yes	Yes	Outside US only
SEC Filing	Form D	Form D	Form 1-A	Form 1-A	Form C	None (but Rule 903)
State Preemption	Yes	Yes	No	Yes	Yes	N/A
Resale Restrictions	6–12 months	6–12 months	None	None	12 months	Varies
Ongoing Reporting	None	None	Annual	Semi-annual + annual	Annual	None
Audited Financials	Not required	Not required	Not required	Required	Required (>$618K)	Varies
Typical Use	Seed / Series rounds	Accelerator / fund raises	Mini-IPO	Larger public offering	Startup crowdfunding	Offshore investors

Regulation D Rule 506(b)

Reg D 506(b) is the most commonly used exemption for startup fundraising. It allows issuers to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 “sophisticated” non-accredited investors.

Key restrictions: No general solicitation or advertising is permitted. This means you cannot post about your raise on social media, your website, or in public pitch events. You must have a pre-existing substantive relationship with each investor before discussing the offering.

Disclosure: If non-accredited investors participate, you must provide them with disclosure documents similar to what a registered offering would require. For this reason, most 506(b) raises limit themselves to accredited investors only.

Form D: Must be filed with the SEC within 15 days of the first sale of securities. State notice filings may also be required.

Best for: Seed rounds, Series A/B rounds, and any raise where you have an existing investor network and do not need to advertise publicly.

Regulation D Rule 506(c)

Reg D 506(c) was created by the JOBS Act in 2012. It allows general solicitation — meaning you can publicly advertise your raise, post on social media, and use platforms to attract investors.

Key restriction: All investors must be accredited, and the issuer must take “reasonable steps” to verify accredited status. Self-certification is not sufficient. Acceptable verification methods include reviewing tax returns, bank statements, getting a letter from a CPA/attorney/broker-dealer, or using a third-party verification service.

Verification cost: Third-party verification services typically charge $50–$150 per investor.

Best for: Raises where you want public visibility (accelerator demo days, online fundraising platforms), fund managers raising from new LP networks, and companies that want to leverage social media.

Regulation A+ Tier 1

Reg A+ Tier 1 allows raises up to $20 million in a 12-month period from both accredited and non-accredited investors. It requires filing a Form 1-A offering circular with the SEC, which must be qualified before sales begin.

State compliance: Unlike Tier 2, Tier 1 does NOT preempt state Blue Sky laws. This means you must register or qualify the offering in each state where you sell securities — a significant added cost and complexity.

Ongoing reporting: Annual exit report on Form 1-Z is required.

Best for: Companies that want to raise from the public but do not want ongoing SEC reporting obligations. Rarely used in practice due to the state registration burden.

Regulation A+ Tier 2

Reg A+ Tier 2 allows raises up to $75 million in a 12-month period. Non-accredited investors are limited to investing no more than 10% of the greater of their annual income or net worth.

State preemption: Tier 2 preempts state Blue Sky laws, which is its key advantage over Tier 1.

Ongoing reporting: Semi-annual and annual reports with the SEC are required, along with current event reporting. Audited financial statements are mandatory.

Shares are freely tradable: Unlike Reg D, shares sold under Reg A+ are not “restricted securities” and can be resold freely.

Cost: Legal and accounting costs typically range from $50K–$150K+ for the initial filing, plus ongoing compliance costs.

Best for: Companies seeking to raise from a broad investor base, those considering listing on an alternative trading system (ATS), or pre-IPO companies wanting to build public investor interest.

Regulation Crowdfunding (Reg CF)

Reg CF allows raises up to $5 million in a 12-month period through an SEC-registered funding portal or broker-dealer (such as Wefunder, Republic, or StartEngine).

Investor limits: Individual investment limits are based on annual income and net worth. If both are less than $124,000, the limit is the greater of $2,500 or 5% of the lesser of annual income or net worth. If either exceeds $124,000, the limit is 10% of the lesser, up to $124,000.

Financial statements: Raises over $618,000 require audited financial statements. Under $618,000 require reviewed statements. Under $124,000 require only tax returns and certified financial statements.

Resale: Securities cannot be resold for 12 months except to the issuer, accredited investors, family members, or in a registered offering.

Best for: Consumer-facing startups with community appeal, companies wanting to engage customers as investors, and early-stage startups raising modest amounts.

Regulation S

Reg S provides a safe harbor for offers and sales of securities that occur outside the United States. It applies when no “directed selling efforts” are made in the US and the transaction occurs in an “offshore transaction.”

Distribution compliance period: For equity securities of US reporting companies, there is a 40-day distribution compliance period. For non-reporting companies, it is one year.

No SEC filing: There is no specific SEC filing requirement, but the issuer should document compliance with Rule 903 conditions.

Flowback risk: Securities sold under Reg S can potentially flow back into the US market, which is why there are distribution compliance periods and transfer restrictions.

Best for: Companies with international investor bases, dual-listed companies, and issuers specifically targeting non-US investors.

Am I an Accredited Investor?

Accredited investor status determines which investment opportunities are available to you and which exemptions an issuer can rely on. The SEC updated the definition in 2020 to include professional certifications (Series 7, 65, and 82 licenses). Walk through this questionnaire to see if you likely qualify.

Are you an individual or an entity?

What was your annual income for each of the last 2 years?

What is your net worth (excluding primary residence)?

Do you hold a Series 7, 65, or 82 license?

What type of entity?

Does the entity have total assets exceeding $5M?

You likely qualify as an accredited investor.

Based on your responses, you appear to meet the SEC's definition of an accredited investor under Rule 501 of Regulation D. This means you can participate in private offerings under Reg D 506(b) and 506(c), as well as other exemptions that require or prefer accredited investors. Note that issuers using 506(c) must verify your status through documentation — self-certification alone is not sufficient.

You may not qualify as an accredited investor.

Based on your responses, you may not meet the current SEC definition. However, you can still invest in Reg CF offerings (startup crowdfunding), Reg A+ offerings (mini-IPO), and 506(b) offerings as one of up to 35 non-accredited investors (though the issuer must provide you with additional disclosures). Consider exploring these alternatives for your investment or fundraising strategy.

State Blue Sky Laws

Even when you rely on a federal exemption like Reg D 506(b) or 506(c), most states require a notice filing (and fee). While 506 offerings enjoy federal preemption of state merit review, states can still require notice filings and collect fees. Failure to file can result in state enforcement actions. Search below to find your state’s requirements.

State	Notice Filing Required?	Filing Fee	Key Notes
Alabama	Yes	$300	File within 15 days of first sale to state resident
Alaska	Yes	$600	Requires Form D and consent to service of process
Arizona	Yes	$250	File within 15 days; additional $50 late fee
Arkansas	Yes	$100	Low-cost filing; must include offering documents
California	Yes	$300 + $35/investor	Department of Financial Protection; per-investor fee adds up quickly
Colorado	Yes	$250	File within 15 days via Division of Securities
Connecticut	Yes	$150	Requires Form D and filing fee
Delaware	No	N/A	No notice filing required for 506 offerings
District of Columbia	Yes	$250	File with DC Dept of Insurance, Securities and Banking
Florida	No	N/A	No notice filing for 506 offerings; one of the most business-friendly states
Georgia	Yes	$250	File within 15 days with Secretary of State
Hawaii	Yes	$100	File Form D with Dept of Commerce
Idaho	Yes	$100	Low-cost state; straightforward filing process
Illinois	Yes	$100	File with Secretary of State, Securities Department
Indiana	Yes	$250	File Form D and pay fee within 15 days
Iowa	Yes	$200	File with Insurance Division, Securities Bureau
Kansas	Yes	$250	File Form D with Office of the Securities Commissioner
Kentucky	Yes	$250	File within 15 days; Dept of Financial Institutions
Louisiana	Yes	$300	File with Office of Financial Institutions
Maine	Yes	$300	File with Office of Securities; consent to service of process
Maryland	Yes	$200	File with Office of the Attorney General, Division of Securities
Massachusetts	Yes	$300	File with Secretary of the Commonwealth, Securities Division
Michigan	Yes	$100	File with Dept of Licensing and Regulatory Affairs
Minnesota	Yes	$100	File with Dept of Commerce
Mississippi	Yes	$300	File with Secretary of State, Securities Division
Missouri	Yes	$100	File with Secretary of State; low-cost filing
Montana	Yes	$200	File with State Auditor, Securities Division
Nebraska	Yes	$200	File with Dept of Banking and Finance
Nevada	Yes	$500	File with Secretary of State, Securities Division
New Hampshire	Yes	$500	File with Bureau of Securities Regulation
New Jersey	Yes	$500	File with Bureau of Securities; higher fee state
New Mexico	Yes	$350	File with Regulation and Licensing Dept
New York	Yes	$1,200	Highest state fee; file with Attorney General, Investor Protection Bureau
North Carolina	Yes	$350	File with Secretary of State, Securities Division
North Dakota	Yes	$100	File with Securities Commissioner
Ohio	Yes	$100	File with Division of Securities
Oklahoma	Yes	$250	File with Dept of Securities
Oregon	Yes	$250	File with Division of Financial Regulation
Pennsylvania	Yes	$500	File with Dept of Banking and Securities
Rhode Island	Yes	$300	File with Dept of Business Regulation
South Carolina	Yes	$300	File with Attorney General, Securities Division
South Dakota	Yes	$250	File with Division of Insurance, Securities Regulation
Tennessee	Yes	$500	File with Dept of Commerce and Insurance
Texas	Yes	$500	File with State Securities Board; one of the more active enforcement states
Utah	Yes	$100	File with Division of Securities
Vermont	Yes	$600	File with Dept of Financial Regulation
Virginia	Yes	$250	File with State Corporation Commission, Division of Securities
Washington	Yes	$300	File with Dept of Financial Institutions
West Virginia	Yes	$200	File with State Auditor, Securities Division
Wisconsin	Yes	$200	File with Division of Securities
Wyoming	No	N/A	No notice filing required; business-friendly jurisdiction

Note: Fees and requirements are subject to change. Verify current requirements with each state’s securities regulator before filing. Data reflects 506(b)/506(c) notice filing requirements.

Filing & Compliance Timeline

After closing a fundraising round, founders often think the hard part is over. In reality, there is a critical sequence of legal and administrative steps that must be completed on specific deadlines. Missing these deadlines can create compliance problems that surface during due diligence for your next round.

Day 0

Close the Round

Execute subscription agreements or SAFEs, collect funds, and confirm wire receipts. Ensure all investor representations and warranties are signed. This is the date of “first sale” that triggers your filing deadlines.

Days 1–15

File Form D with the SEC

For Reg D offerings, Form D must be filed electronically through EDGAR within 15 calendar days of the first sale. The filing itself is free, but you need an EDGAR access account. Many founders forget this step — do not be one of them. A late Form D filing does not automatically destroy the exemption, but it can trigger state enforcement issues.

Days 15–30

State Blue Sky Notice Filings

File notice filings in each state where you sold to investors (or where investors reside, depending on the state). Most states require filing within 15 days of the first sale to a state resident. Fees range from $100 to $1,200 per state. Use the Blue Sky Laws tab above to check specific state requirements.

Day 30

83(b) Election Deadline

If any founders or employees received restricted stock (subject to vesting) as part of the transaction, the 83(b) election must be filed with the IRS within 30 days of the stock grant date. This is an absolute deadline — there is no extension. Missing it can result in catastrophic tax consequences: being taxed on the stock’s fair market value as it vests rather than at the grant-date value.

Days 30–90

Cap Table, Certificates, and Closing Binder

Update your cap table to reflect the new securities issued. Issue stock certificates or book-entry confirmations. Prepare and distribute a closing binder containing all executed transaction documents, board resolutions, legal opinions, and filings. This documentation is critical for future due diligence.

Annual

Ongoing Reporting Obligations

File Form D amendments if there are material changes to the offering. For Reg CF issuers, file the annual report on Form C-AR. For Reg A+ Tier 2 issuers, file semi-annual and annual reports with audited financials. Even Reg D issuers should consider annual investor updates as a matter of good practice and investor relations.

Ongoing

Corporate Governance & Maintenance

Maintain regular investor communications. Hold and document board meetings with proper minutes. Issue option grants at fair market value (supported by a 409A valuation). Keep your corporate records current — these will be scrutinized in your next fundraise, acquisition, or any dispute.

Penalties & Enforcement

Securities violations carry serious consequences. The SEC, state regulators, and even the Department of Justice can pursue enforcement actions. Understanding the risk landscape helps founders appreciate why compliance is not optional.

Rescission Rights

When securities are sold in violation of registration requirements, investors gain the right of rescission — they can demand their money back plus interest (typically the statutory rate). This is a strict liability standard: the issuer’s intent or good faith is irrelevant. If you raised $2 million in an unregistered offering, every investor can demand a full refund. This alone can bankrupt an early-stage company.

SEC Civil Enforcement Actions

The SEC can bring civil enforcement actions seeking injunctions, disgorgement of profits, civil monetary penalties (up to $200K+ per violation for individuals), and officer/director bars that prevent individuals from serving in leadership roles at any public company. The SEC has made clear that it views startup securities violations as a priority, particularly in the crypto/token space.

State Blue Sky Enforcement

State securities regulators operate independently of the SEC and can bring their own enforcement actions. State penalties include fines, cease-and-desist orders, and rescission requirements. Some states are particularly aggressive — Texas, Massachusetts, and California have active enforcement divisions that regularly pursue startup securities violations.

Criminal Penalties

Willful violations of the Securities Act can be prosecuted criminally. Individuals face up to 5 years in prison and $10,000 in fines per violation under the Securities Act of 1933, or up to 20 years and $5 million under the Securities Exchange Act of 1934. Wire fraud charges (which often accompany securities fraud) carry up to 20 years each. These are not theoretical — the DOJ regularly prosecutes securities fraud.

Case Examples

SEC v. Ripple Labs (2020–2023)

The SEC sued Ripple Labs alleging that its sale of XRP tokens constituted an unregistered securities offering. The case resulted in partial summary judgment finding that institutional XRP sales were unregistered securities but programmatic exchange sales were not. Ripple was ordered to pay $125 million in penalties. The case demonstrated that the SEC will pursue token issuers and that the Howey Test analysis can produce nuanced results.

SEC v. Theranos / Elizabeth Holmes (2018–2022)

Elizabeth Holmes was charged with defrauding investors by making material misrepresentations about Theranos’s technology. She was convicted of wire fraud and conspiracy, sentenced to over 11 years in prison, and ordered to pay $452 million in restitution. The case is a stark reminder that securities fraud involving startup fundraising can result in decades of imprisonment.

SEC v. Telegram Group (2019–2020)

Telegram raised $1.7 billion through a token offering (Gram tokens) without SEC registration. The SEC obtained an emergency restraining order blocking the token distribution. Telegram ultimately agreed to return $1.2 billion to investors and pay an $18.5 million civil penalty. The case underscored that large-scale token offerings cannot bypass securities registration requirements.

State Enforcement: Texas v. Various ICOs (2017–2019)

The Texas State Securities Board issued multiple emergency cease-and-desist orders against initial coin offerings (ICOs) that failed to register or qualify for an exemption under Texas securities laws. Several promoters faced permanent registration bars and monetary penalties. Texas remains one of the most active states in crypto securities enforcement.

Frequently Asked Questions

Common questions about securities law for startup founders.

The Supreme Court established in SEC v. W.J. Howey Co. (1946) that a transaction is a security if it involves (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits, (4) derived from the efforts of others. All four prongs must be met for something to qualify as an “investment contract” — which is the catch-all category of security that covers most startup fundraising instruments. The test is applied based on the economic realities of the transaction, not its form or label. Calling something a “utility token” or a “donation” does not change the analysis if the economic substance satisfies all four prongs.

SAFEs (Simple Agreements for Future Equity) are securities and must either be registered or qualify for an exemption. Most SAFE issuances rely on Reg D 506(b), which allows the issuer to raise unlimited funds from accredited investors and up to 35 sophisticated non-accredited investors without general solicitation. Even in a small friends-and-family round using SAFEs, I recommend filing a Form D with the SEC and any required state notice filings. The cost of compliance is minimal compared to the risk of rescission claims or enforcement actions.

506(b) allows up to 35 non-accredited investors but prohibits general solicitation. You cannot publicly advertise the offering, post about it on social media, or discuss it at public pitch events. You must have a pre-existing substantive relationship with each investor. 506(c), created by the JOBS Act, allows general solicitation — you can publicly advertise your raise. However, all investors must be accredited, and the issuer must take “reasonable steps” to verify accredited status (self-certification is not sufficient). The choice between them depends on your investor network: if you have existing relationships with accredited investors, 506(b) is simpler. If you need to reach new investors publicly, 506(c) is the path.

The SEC filing itself is free. The main costs are legal fees ($5–15K for a basic 506(b) offering document package), state blue sky filing fees ($300–$2,000 per state, depending on the state), and accredited investor verification costs for 506(c) offerings ($50–$150 per investor through third-party services). For a straightforward seed round using SAFEs under 506(b) with investors in 3–5 states, total legal and filing costs typically range from $7K to $20K. More complex offerings with custom subscription agreements, multiple closings, or non-accredited investors will cost more.

If your token passes the Howey Test (which most utility tokens do in the SEC’s view), it is a security. The SEC has brought numerous enforcement actions against token issuers who failed to register or qualify for an exemption. The SEC’s framework analysis (published April 2019) provides guidance on when a digital asset is a security. Key factors include whether purchasers expect to profit from the efforts of the issuer/promoter, whether the token is marketed with emphasis on potential returns, and whether there is a functioning network where the token has consumptive utility at the time of sale. If you are issuing tokens, I strongly recommend structuring the offering under a recognized exemption such as Reg D or Reg S.

Investors gain rescission rights — the right to get their money back plus interest. This is strict liability: even if you acted in good faith, investors can demand rescission. The SEC can impose civil penalties, seek disgorgement of profits, obtain injunctions against future securities offerings, and bar individuals from serving as officers or directors of public companies. State regulators can take separate enforcement action under Blue Sky laws. In the worst case, willful violations can result in criminal prosecution with up to 20 years imprisonment per count. The practical impact is often felt during due diligence for your next fundraise, when a prospective investor’s counsel discovers the compliance gap and kills the deal.

Even small informal rounds can trigger securities laws. A SAFE signed at a kitchen table is still a security. I recommend at minimum using a SAFE with proper documentation and filing a Form D. The total cost for a basic friends-and-family round (legal fees for document review, Form D filing, and state notice filings) is typically $3K–$7K — a fraction of what rescission or enforcement would cost. At $240/hr, I can review your SAFE, ensure your exemption is properly structured, file the Form D, and handle state notice filings. The investment in proper compliance now prevents much larger problems later.

Reg A+ is a “mini-IPO” exemption allowing raises up to $75 million (Tier 2) from both accredited and non-accredited investors. It requires SEC qualification of an offering circular (Form 1-A) and ongoing reporting obligations (semi-annual and annual reports for Tier 2). The key advantage is that shares sold under Reg A+ are freely tradable — unlike Reg D restricted securities. Reg A+ is best suited for companies that want broad public investor participation, those considering listing on an alternative trading system, or pre-IPO companies building retail investor interest. The downside is cost: legal and accounting fees for the initial filing typically range from $50K to $150K+, and Tier 2 requires audited financial statements. For most early-stage startups, Reg D is the more practical choice.

Securities Law 101 for Startup Founders

What is a Security?

The Howey Test

Common Securities in the Startup Context

Interactive Howey Test Quiz

Registration Exemptions

Regulation D Rule 506(b)

Regulation D Rule 506(c)

Regulation A+ Tier 1

Regulation A+ Tier 2

Regulation Crowdfunding (Reg CF)

Regulation S

Am I an Accredited Investor?

State Blue Sky Laws

Filing & Compliance Timeline

Penalties & Enforcement

Rescission Rights

SEC Civil Enforcement Actions

State Blue Sky Enforcement

Criminal Penalties

Case Examples

SEC v. Ripple Labs (2020–2023)

SEC v. Theranos / Elizabeth Holmes (2018–2022)

SEC v. Telegram Group (2019–2020)

State Enforcement: Texas v. Various ICOs (2017–2019)

Embedded Calculators

SAFE Conversion Calculator

409A Valuation Calculator

Frequently Asked Questions

Need Help With Securities Compliance?

Securities Law 101 for Startup Founders

What is a Security?

The Howey Test

Common Securities in the Startup Context

Interactive Howey Test Quiz

Registration Exemptions

Regulation D Rule 506(b)

Regulation D Rule 506(c)

Regulation A+ Tier 1

Regulation A+ Tier 2

Regulation Crowdfunding (Reg CF)

Regulation S

Am I an Accredited Investor?

State Blue Sky Laws

Filing & Compliance Timeline

Penalties & Enforcement

Rescission Rights

SEC Civil Enforcement Actions

State Blue Sky Enforcement

Criminal Penalties

Case Examples

SEC v. Ripple Labs (2020–2023)

SEC v. Theranos / Elizabeth Holmes (2018–2022)

SEC v. Telegram Group (2019–2020)

State Enforcement: Texas v. Various ICOs (2017–2019)

Embedded Calculators

SAFE Conversion Calculator

409A Valuation Calculator

Related Resources

Startup Fundraising Hub

VC Term Sheets Guide

Legal Issues in Fundraising

SAFE Agreement Generator

Convertible Note Generator

Invest-USA: Startup Investing

Frequently Asked Questions

Need Help With Securities Compliance?

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