Under Regulation D, when is soliciting the public allowed?

Under Regulation D, soliciting the public is allowed when the issuer is willing to forego accepting funds from 35 non-accredited investors. Regulation D, specifically Rule 506(b), permits issuers to raise capital from accredited investors and up to 35 non-accredited, but sophisticated, investors. However, if the issuer wants to publicly solicit and advertise the offering, they must comply with the provisions of Rule 506(c), which allows general solicitation but only permits sales to accredited investors. Therefore, the allowance of solicitation without risking the acceptance of funds from more than 35 non-accredited investors aligns with the regulatory requirements, meaning the issuer effectively chooses to limit its non-accredited investor base to adhere to the rules while still being able to engage in advertising or solicitation.