Regulation D 506(b)
Raise unlimited capital privately from investors you already know — no general solicitation, self-certified accreditation.
What You Get
- ✓No cap on the raise amount
- ✓Self-certification of accredited status
- ✓Up to 35 sophisticated non-accredited investors
- ✓No general solicitation or advertising
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Investors fund by card for amounts under $5,000 (processed by Braintree, a PayPal service) and by wire or ACH above that.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Understanding Rule 506(b)
Rule 506(b) is a Regulation D safe harbor under Section 4(a)(2) that lets issuers raise unlimited capital privately — without general solicitation — from an unlimited number of accredited investors and up to 35 sophisticated non-accredited investors.
At a glance
- ✓Unlimited raise amount
- ✓No general solicitation or advertising
- ✓Unlimited accredited investors + up to 35 sophisticated non-accredited
- ✓Lower bar — a reasonable belief of accredited status
- ✓Securities are restricted; bad-actor rules apply
- ✓File Form D within 15 days of the first sale
Non-accredited participants
Any non-accredited purchaser must be financially sophisticated — possessing the knowledge and experience to evaluate the investment, or represented by a purchaser representative who does. When non-accredited investors participate, the issuer must provide disclosure documents comparable to those in a registered or Regulation A offering, including specified financial statements that in some cases must be audited, and must be available to answer questions.
Verifying investors
For accredited investors, the issuer needs only a reasonable belief that the purchaser is accredited — a lighter burden than Rule 506(c). Issuers commonly document that belief through investor questionnaires, representations, and supporting documentation where appropriate.
Practical posture
Securities sold under 506(b) are typically restricted (subject to Rule 144 resale limits), and the offering remains subject to Regulation D bad-actor disqualification. Prudent issuers rely on robust onboarding, clear documentation of sophistication or accredited status, careful disclosure packages for any non-accredited participants, and thorough bad-actor due diligence.
This summary is provided for general information only and is not legal, tax, or investment advice. Offerings are conducted by issuers in reliance on their own exemptions; confirm current requirements with qualified counsel.