New Hampshire Private Placement of Common Stock A private placement of common stock refers to the sale of equity securities to a select group of private investors, rather than the public. In New Hampshire, this term refers to a specific method of raising capital for companies based in the state. This process allows businesses to sell shares of their common stock to a limited number of sophisticated investors, such as high-net-worth individuals, institutional investors, or accredited investors. The New Hampshire private placement of common stock is governed by the state's securities laws, which aim to protect both investors and businesses. Startups, small businesses, or established companies in need of capital can utilize this method to raise funds without going through the rigorous process of conducting a public offering. Private placements are typically exempt from registration requirements with the New Hampshire Bureau of Securities Regulation as long as they comply with certain conditions, including limitations on the number of investors and the type of investors involved. These conditions are designed to ensure that only qualified investors who have the means to evaluate the risks and make informed investment decisions can participate. Different types of New Hampshire private placements of common stock may include: 1. Rule 504 Exemption: Under this exemption, businesses can offer and sell up to $5 million of securities within a 12-month period. There are no specific restrictions on the type or number of investors, making it a flexible option for companies seeking a wider pool of investors. 2. Rule 506(b) Exemption: This exemption allows businesses to raise an unlimited amount of capital from accredited investors and up to 35 non-accredited investors. The company must fulfill certain disclosure requirements and refrain from using general solicitation or advertising to attract investors. 3. Rule 506© Exemption: This exemption, introduced under the JOBS Act, permits businesses to solicit and advertise their offering to the public, but only accredited investors are allowed to participate. Companies opting for this exemption must implement reasonable measures to verify the accredited investor status of their investors. 4. Intrastate Exemption: Businesses that exclusively offer and sell securities to New Hampshire residents can qualify for this exemption. This type of private placement enables companies to raise funds from local investors without being subject to extensive federal securities regulations. In conclusion, the New Hampshire private placement of common stock provides a legal and efficient method for businesses to raise capital from qualified investors. By utilizing specific exemptions under state and federal securities laws, companies can tailor their offering to meet their unique financial needs while maintaining regulatory compliance.