General solicitation - publicly marketing your offering - is allowed only under certain exemptions: Reg D 506(c), Reg A+, and Reg CF. It is prohibited under Reg D 506(b). This matters because "advertising" is defined broadly: a public website, a social post, a press mention, or a pitch at an open event can all count. If you solicit publicly under an exemption that forbids it, you can lose the exemption - so know the rule before you post anything.

What counts as general solicitation

The term is broader than paid ads. It covers any public communication offering the securities - websites open to the public, social media, mass emails, press articles, seminars open to people you have no prior relationship with. Essentially, reaching out to the general public rather than a pre-existing network.

For a tokenized raise, this is easy to trigger accidentally - a public launch announcement or an open Discord can qualify. Treat anything public as solicitation.

Where it's allowed

Three exemptions permit it. Reg D 506(c) allows public marketing but requires you to verify every investor is accredited. Reg A+ allows it as a public offering. Reg CF allows it through the registered funding portal, within its rules.

So if marketing openly is essential to your raise, you must choose one of these - most tokenized issuers pick 506(c).

Where it's forbidden

Reg D 506(b) prohibits general solicitation entirely. Under 506(b) you may only offer to people with whom you (or your representatives) have a substantive, pre-existing relationship.

Crucially, once you have generally solicited, you generally cannot "fall back" to 506(b) for that offering - the public marketing has already disqualified it. This is why the decision to advertise must come before you launch, not after.

The risk of getting it wrong

Soliciting publicly under 506(b), or under 506(c) without properly verifying accreditation, can blow the exemption for the whole raise. That exposes you to SEC enforcement and gives investors rescission rights - they can demand their money back.

The safe approach: decide your marketing strategy and exemption together, up front, and train anyone who speaks publicly about the deal. If you intend to market openly, build on 506(c) and its verification from day one - see Reg D 506(c).

Where to go next

• Next: resale restrictions and lock-ups on tokens.
• The public-marketing exemption: Reg D 506(c).
• Glossary: general solicitation.

Sources: U.S. SEC (sec.gov), as of 2026.