Regulation D 506(c)

What 506(c) Is

Regulation D is the SEC’s framework for private placements — securities sold without a public registration. Rule 506(c), created by Title II of the JOBS Act in 2013, did something previous private placements could not: it allowed issuers to market an offering publicly (“general solicitation”), so long as every purchaser is an accredited investor whose status the issuer takes reasonable steps to verify.

There is no cap on the amount an issuer may raise under 506(c), and the securities are “restricted” — they cannot be freely resold without an exemption or registration. Issuers file a Form D notice with the SEC.

Who It’s For

Accredited investors are the gate. For individuals, that means net worth above $1 million excluding a primary residence, or income above $200,000 ($300,000 jointly) in each of the last two years — or certain professional licenses. Entities qualify by assets or by being composed entirely of accredited owners.

Above accredited sit larger classifications — Qualified Purchasers ($5M+ in investments) and Qualified Institutional Buyers ($100M+ in securities) — the institutions for which the 2026 vintage’s institutional allocations were designed.

How Verification Works

Under 506(c), self-certification is not enough. Issuers must take reasonable steps to verify status — typically income documentation, asset statements, or a letter from a CPA, attorney, or registered adviser. At Canine Capital, verification happens before gated document access, through the platform’s compliance rails.

• Verify — accreditation evidence reviewed before access
• Review — offering documents, roster terms, risk factors
• Subscribe — execution and escrow through banking rails
• Fund — settlement and bondholder onboarding

At Canine Capital

The 2026 vintage — Series A (3-year), Series B (5-year), Series C (perpetual, Self-Directed IRA, Growth election), and the Series PN Promissory Note — is offered under Rule 506(c) by Canine Capital Private Fund I, LLC (SEC CIK 2123138), with fixed contractual coupons of 14.0% (10.5% on the perpetual Series C) and $50,000 minimums in $1,000 bond denominations.

Every facility the proceeds fund is dual-asset backed — operating cash flow plus real estate and hard collateral — underwritten by the platform’s agentic credit engine and governed by people.