Also known as private stocks. Private stock is issued under Regulation D of the Securities Act of 1933, which requires all offerings of stock to be registered with the SEC or be offered in compliance with Regulation D requirements. Reg D has three exemption levels known as Rules 504, 505 and 506. They primarily apply to the amount of the offering. Most private offerings are made under Rule 506. … Reg D requires that you receive a private placement memorandum disclosing the company business and potential negatives associated with the company and the value of the investment. Also required is a subscription agreement and an accredited investor questionnaire.