The Electronic Filing Depository, or EFD, is a website developed by the North American Securities Administrators Association, Inc. (“NASAA”). For more information on NASAA, please visit our website at http://www.nasaa.org.
EFD is an internet accessible database that allows issuers to submit Form D for Regulation D, Rule 506 offerings and pay related fees to state securities regulators. EFD also provides a public-facing website allowing members of the public to search and view, free of charge, Form D filings made with state securities regulators.
Rule 506 of Regulation D is a "safe harbor" for the private offering exemption of Section 4(a)(2) of the Securities Act. Issuers relying on the Rule 506 exemption do not have to register their offering of securities with the SEC or state securities regulators, but they must file what is known as a "Form D" with the SEC and state securities regulators after they first sell their securities. The Form D contains limited information about the securities being offered and the issuer offering those securities. Items 1 through 5 of the form include basic information about the issuer. Items 6 through 16 include limited information about the securities being offered, including the duration of the offering and the type of security being offered. To learn more about Regulation D and Rule 506 please visit the SEC’s website: http://www.sec.gov/answers/rule506.htm.
It is important to note that just because a company has filed their Form D with the SEC and with the state securities regulator does not mean that the SEC or any state securities regulator has approved the securities or passed any judgment on the soundness of the securities as an investment. If you have questions about a particular offering, you should contact the securities regulator in your state. Contact information is available here: http://www.nasaa.org/about-us/contact-us/contact-your-regulator/.
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