Raising Private Capital

Most capital raised by U.S. companies outside the public markets moves through a small set of exemptions from SEC registration, above all Regulation D. This course walks through that system as it stands in November 2026: the map of exemptions and their current dollar limits, the accredited investor definition and the SEC's October 2026 notices on new ways to qualify, the practical differences between Rule 506(b) and Rule 506(c), the instruments founders actually sign (priced equity, SAFEs, convertible notes and venture debt), how to prepare a raise that survives investor and broker-dealer diligence, and the resale, reporting and liquidity rules that apply once the money is in. Every factual statement links to the rule text, SEC staff guidance, FINRA notice or primary document it comes from. The course is educational and is not legal, tax or investment advice.

What you’ll learn

• Match a capital raise to the right exemption — Rule 504, 506(b), 506(c), Regulation A Tier 1 or Tier 2, Regulation Crowdfunding or Section 4(a)(2) — and state its current limits.
• Explain the Rule 501(a) accredited investor tests and the status of the SEC's October 2026 notices on an exam, CFA and CFP pathways.
• Compare general solicitation, verification duties, Form D timing, bad-actor rules and state notice filings under Rule 506(b) and Rule 506(c).
• Describe how common stock, preferred stock, SAFEs, convertible notes and venture debt work and how each converts or is repaid.
• Plan investor targeting, materials and a diligence-ready data room, and recognize when an intermediary must be a registered broker-dealer.
• Explain Rule 144 holding periods, post-closing reporting obligations and the main routes to secondary liquidity.