Answer:
exempt under regulation D
Step-by-step explanation:
The United States SEC or the Securities and Exchange Commission is a federal agency. Its primary functions is to enforce the federal security laws, protects the investors, maintains orderly and fair functioning of securities market in the United States.
Under federal securities laws, any sale or offer of the security must be registered with SEC or meet with an exemption.
Regulation D of the SEC refers to the exemptions of private placements. Regulation D allows companies to do certain private placements raising capital without the need to register the securities with the SEC. A new issue which is offering a maximum of 35 investors who are non accredited and has not registered with the SEC will be exempt under the regulation D of the SEC.