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A is corrent. Rule 505 under Regulation D of the 1933 Act exempts an issuance of up to $5,000,000 in a 12-month period. This rule exempts sales to no more than 35 nonaccredited investors and to an unlimited number of accredited investors in the 12-month period.
B is incorrect. No general offering or solicitation is permitted under Rule 505 of Regulation D.
C is incorrect. If only accredited investors purchase the securities, no specific disclosure is required. If any nonaccredited investors purchase the securities, an audited balance sheet must be supplied as well as other financial statements and information if readily available.
D is incorrect. Although the securities may be sold to an unlimited number of accredited investors, sale is restricted to no more than 35 nonaccredited investors in a 12-month period.