I completely disagree. The excerpt you reference applies equally and without regard to accreditation. Just because accredited investors are the only ones involv

I completely disagree. The excerpt you reference applies equally and without regard to accreditation. Just because accredited investors are the only ones involved does not mean an offering is exempt. The general conditions still apply. Let's assume the offering is exempt (probably because the issuer used grellas). My question is about whether the issuer has significantly greater ongoing compliance requirements (either contractually imposed or imposed by regulatory bodies) due to the use of accredited investors. My guess would be yes; if only because they are more competent and require greater detail in the reporting of the issuers activities. I may have minced some words earlier, but the same goes for a public vs. private offering. While the initial exemption may provide greater flexibility to the issuer, I don't see how accredited investors mean less risk. I'd think the opposite were actually true, as you would be less likely to get favorable terms unless they think you are the next Sergey and Larry. If there is a case to be made (outside of the 12 mo. cap on the allowed amount of capital raised) that non-accredited sources are riskier than accredited ones, please do share.