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C is corrent because an issuance of securities made pursuant to Regulation D of the Securities Act of 1933 may be for an unlimited dollar amount if the number of nonaccredited investors does not exceed 35. These nonaccredited investors must be sophisticated investors (i.e., have knowledge and experience in financial matters).
A is incorrect because up to 35 nonaccredited investors may purchase securities as long as they are sophisticated investors.
B is incorrect because the exemptions available under Regulation D are not affected by an issuer’s classification as a noninvestment company.
D is incorrect because the exemptions available under Regulation D are not affected by an issuer’s classification as a nonreporting company under the 1934 Act.