ICYMI (In Case You Missed It): In a recent opinion of the Securities and Exchange Commission, the SEC reiterated that:
“Section 5(a) of the Securities Act prohibits the sale of any security, in interstate commerce, “unless a registration statement is in effect. Section 5(c) similarly prohibits the “offer to sell” any security, in interstate commerce, “unless a registration statement has been filed as to such security.”
“Section 5 imposes strict liability on sellers engaged in unregistered transactions, 17 and the Division is not required to show scienter .”(Scienter means bad intent).
So, any sale of a security must be registered unless an exemption from registration can be found.
“It is well-established that exemptions from the general policy of the Securities Act requiring registration are strictly construed against the claimant of such an exemption and the burden of proof is on the claimant.”
Regulation Crowdfunding is that exemption as long as it’s requirements are followed.