Private securities are securities that do not trade on national securities exchanges or in the over-the-counter markets. Many of these securities are issued pursuant to Regulation D, also known as “Reg D.” Securities in the United States must be registered with the Securities and Exchange Commission, unless they fall under the Reg D exemptions. Regulation D provides exemptions from registration. For instance, Rule 506 allows companies to raise money from “accredited” or sophisticated investors.
Investing in private securities can involve significant risks not associated with investing in publicly traded securities. For instance, it is often difficult to obtain information and updates on private securities. Private securities issuers are not required to provide investors with the same detail of information as securities that are publicly traded. The lack of information makes the investment riskier.
Private securities are also often illiquid – meaning it may be difficult to sell your investment quickly at and at a fair price. In fact, if you wish to sell your investment, there may not be any willing purchasers at a fair price. The lack of liquidity can cause volatile price fluctuations and increases the risk of the investment.
Although Reg D offerings do not have to be registered with the SEC, the companies still must file a Form D with the SEC. The Form D is a simplified form that includes details about the offering and the names of the company’s executives, directors, and investment promoters.
We have successfully represented many investors who lost money due to investing in private securities. Please contact us for a free and confidential case evaluation if you believe that you have lost money due to investing in private securities.