b'management platform (of which there are numerous options available). The exemption precludes the issuer from having to obtain SEC pre-approval of theofferingorneedingtoobtainasecuritieslicensetoselltheirown securities. The safe harbor is a presumption that you followed all of the rules of the exemption.While its not necessary to do the Form D filing to get the exemption, if you dont file it, a regulator is likely to presume you didnt follow the rules, giving you a higher burden of proof to establish that you did everything else correctly. Additionally, state regulators may not be so lenient if you didnt do their Blue Sky filings, which require that you provide a copy of the Form D you filed with the SEC. Its a catch 22, you simply need to be vigilant and do the filings (SEC and Blue Sky) within the prescribed timeframes.Here is a description of the requirements for the Rule 506(b) exemption:You can raise an unlimited amount of money. From an unlimited number of accredited investors, and up to 35 non-accredited investors. All investors must be sophisticated. No advertising or general solicitation is allowed; to prove you didnt advertise, you must be able to prove that you had a pre-existing substantive relationship with every investor that pre-dated your offer to them. A disclosure document (usually a private placement memorandum with specific content prescribed by the SEC) is required if you allow any non-accredited investors; and we highly recommend it if you will have more than 4 or 5 accredited investors. 57'