How to Market a Reg D 506(c) Raise to Accredited Investors
Most private capital in the US is still raised quietly. In 2025, Rule 506(b) offerings, which can't be advertised, raised $2.25 trillion across 30,315 offerings. Rule 506(c) offerings, which can, raised $142.6 billion across 3,989 (SEC). A lot of founders still assume a private round can't be marketed, and plenty of the ones who know better run 506(c) like a 506(b) with a landing page.
A 506(c) raise is a different marketing problem from Reg CF or Reg A+. You're not chasing thousands of small checks. You're finding a few dozen people who can write $25,000 to $250,000 or more, earning their trust over weeks, and getting them on a call. This guide covers the rules that shape the funnel, where accredited investors are, what they respond to, and how to run the follow-up that closes them. The numbers come from the 500+ capital raise campaigns Digital Niche Agency (DNA) has run.
What 506(c) allows, and what it asks in return
Rule 506(c) trades one restriction for another. You can advertise to anyone, but every buyer has to be accredited, and you have to take reasonable steps to verify that.
Rule 506(b) | Rule 506(c) | |
Advertising | Not allowed. Investors come from pre-existing relationships | Allowed: paid social, search, email, podcasts, press |
Who can invest | Accredited investors, plus up to 35 sophisticated non-accredited investors | Accredited investors only |
Verification | Investor self-certification | Issuer takes reasonable steps to verify every purchaser |
Raise limit | None | None |
Filing | Form D within 15 days of first sale | Form D within 15 days of first sale |
For marketing, three things follow:
The audience is small, so precision beats reach. Ads that pull in everyone burn budget on clicks that can never invest. The creative and the targeting both have to filter.
Verification is part of the funnel. Every step between "I'm interested" and "I've invested" costs you investors, and verification is the step founders forget to design.
Checks are large, so the sales cycle is long. In DNA's experience, a Reg D close can take three weeks to three months, and often longer.
The 2025 verification letter changes the funnel
On March 12, 2025, SEC staff issued a no-action letter that made verification much simpler for raises with high minimums (Crowell). An issuer can treat verification as done when:
The investment minimum is at least $200,000 for individuals or $1 million for entities.
The investor confirms in writing that they're accredited, names the category they qualify under, and confirms the check isn't financed by a third party for this offering.
The issuer has no knowledge suggesting otherwise.
With a lower minimum, you use the traditional methods: reviewing tax returns or bank statements, a letter from a CPA, attorney, or broker, or a third party verification service.
The marketing impact is real. A $200,000 minimum removes the paperwork step that loses investors late in the funnel, and it filters out unqualified leads before they cost you a sales call. It also shrinks the pool to people who can write that check. A $25,000 minimum reaches far more investors but adds verification friction at the end. Neither is right for every raise. The letter isn't a blanket safe harbor, so pick the structure with securities counsel before you build the funnel around it.
Who accredited investors are and where to reach them
An individual qualifies with income over $200,000 in each of the last two years ($300,000 jointly with a spouse or partner), net worth over $1 million excluding their primary home, or a Series 7, 65, or 82 license in good standing. Entities qualify through tests such as $5 million in investments. SEC staff estimated in 2023 that about one in five US households qualify (Private Funds CFO).
That's a large pool, but ad platforms don't let you target by net worth, and most of the people who qualify don't think of themselves as investors in private companies. So the job is to reach the right people through the context they're in:
Paid social. Meta still drives the most volume for DNA's Reg D campaigns. Target by interests and behaviors that skew toward high earners, then let the creative and the lead form do the filtering.
LinkedIn. Job title, seniority, and industry targeting make it the closest thing to an accredited investor filter, at a higher cost per click.
Newsletters, podcasts, and publishers. Investor newsletters and industry podcasts reach people already thinking about where to put money. These placements build credibility more than volume.
Retargeting. Nobody invests six figures on the first visit, so most closes come from people who've seen you several times.
Your own network and investors. Existing investors, customers, and partners convert at the highest rate, and their referrals often bring the largest checks.
Write an explicit "for accredited investors only" line into the ads and landing page. It costs you some clicks, and those are clicks you'd have paid for and couldn't close.
See how DNA runs investor outreach.
The funnel and the math
A Reg CF or Reg A+ funnel sends people straight to an invest button. A 506(c) funnel almost always runs through a conversation:
Ad. Hook, context, and the accredited only line.
Landing page and lead form. The prospect asks for the deck or the data room and answers a few qualifying questions.
Follow-up. Email sequence, retargeting, and an invitation to a webinar or call.
Investor call. The founder or investor relations lead answers questions one on one.
Verification and close. Subscription documents, verification, and funds.
Work backward from the goal. These are DNA's planning numbers on Meta:
Cost per lead: typically $50 to $100.
Lead to investor: about 1 in 50 leads invests.
Cost per investor: $2,500 to $5,000 in ad spend.
Average investment: about $125,000 on a $25,000 to $50,000 minimum, and $260,000 and up on a $100,000 minimum.
For example, $5 million at a $125,000 average check is 40 investors. At 1 in 50, that's 2,000 leads, or $100,000 to $200,000 in ad spend. A six figure ad budget can feel large until you set it against the raise: that's 2% to 4% of the capital, before creative and fees.
Lead quality beats lead volume. A longer lead form raises your cost per lead and lowers your cost per investor, because the sales team spends its time on people who can invest.
Qualify leads before the call
The founder's calendar is the scarcest resource in a Reg D raise. Build qualification into the lead form and the follow-up:
Ask the accreditation question up front, including which category they qualify under.
Ask the intended check size and timeline. A $250,000 investor ready this month gets a call this week. A $25,000 investor researching for later gets the email sequence.
Enrich and score the lead with what's publicly known about them, so the call starts with context.
Route by score. High scores go to the founder or investor relations lead, the middle goes to a webinar, and the rest stays in nurture.
See how DNA runs paid media for capital raises.
Creative that moves larger checks
A bigger check brings deeper research and more skepticism. Accredited investors have seen a lot of pitches, and they skim past adjectives. What stops them is proof.
Lead with validation. Co-investors, VC or institutional backing, named partners, press, and awards do the persuading. A robotics company DNA worked with used its Guinness World Record hydraulic arm as the visual hook, paired with "85% subscribed" and "1,600+ investors," and carried its Reg D past $10 million.
Borrow trust from names people know. Greenfield Robotics opened with "Robot weeded corn in Whole Foods?" The question makes readers start answering it, and the Whole Foods name carries credibility the brand spent decades building.
Show traction in numbers. Revenue, contracts, units shipped, and the subscription percentage of the round say more than any description of the opportunity.
Put the founder on camera. Investors are backing the people as much as the plan. Founder video, published articles, and LinkedIn posts give them something to find when they research you.
Keep it real. Investors see the same AI-generated style everywhere, and on a large raise it reads as corner-cutting.
The landing page follows the same logic. Put the investment thesis and why now above the fold, then the business model, traction and third party proof, team and milestones, and risks and FAQs at the bottom. More people see the top of the page than any other part of the funnel, so it decides your conversion rate.
Every claim has to match the offering documents, and no ad or page should suggest investors will make money. Keep risk language consistent with the filing.
See DNA's in house creative studio.
The follow-up system
In DNA's experience, investors need 7 to 17 touchpoints before they commit, and a six figure decision sits at the high end. The campaign's job between the first click and the call is to bring prospects back, and give them something new each time.
Data room and deck. The lead form unlocks them, and you can see who opened what.
Email sequence. Each email adds one piece of evidence: team credentials, a signed partnership, new press, a customer result, a progress update on the round.
Retargeting. Run it through the whole decision window, with creative that shows something the prospect hasn't seen yet.
Webinars and roundtables. A live Q&A lets the founder answer hard questions once, in front of many prospects, and the recording keeps working.
One on one calls. Book them fast. A qualified lead who waits a week for a call has often moved on.
Momentum updates. A round that's 60% subscribed is a different pitch from one that just opened. Tell the list every time a milestone lands.
If you go quiet, investors notice. They research you before they wire money, and a brand with no recent activity looks stalled.
Compliance checklist
File Form D within 15 days of the first sale, plus any state notice filings.
Keep records of how each investor was verified.
Run bad actor checks on the people involved in the offering.
Don't pay commissions or other transaction-based fees to anyone who isn't a registered broker-dealer.
Have counsel review ads, the landing page, and emails before they run.
See DNA content marketing for the updates, webinars, and articles that keep a raise moving.
FAQ
Can I advertise a Reg D offering on social media? Under Rule 506(c), yes. General solicitation is allowed, including paid social, search, email, and podcasts, as long as every investor is accredited and you take reasonable steps to verify them. Under Rule 506(b), you can't advertise.
What counts as reasonable steps to verify an accredited investor? Common methods include reviewing tax returns or bank and brokerage statements, a written confirmation from a CPA, attorney, or registered broker, or a third party verification service. Since March 2025, SEC staff also accept a minimum investment of $200,000 for individuals or $1 million for entities, paired with written representations, when the issuer has no knowledge to the contrary.
Should I choose Reg CF or a 506(c) round if I have a large following? It depends on who your followers are. Reg CF lets anyone invest, so a big fan base can turn into thousands of small checks, up to $5 million in 12 months. A 506(c) round has no limit but only accredited investors can join, so most of a consumer following can't participate. Some companies run both, with counsel structuring them.
Do I need a broker-dealer to market a 506(c) raise? Not to advertise it. Issuers can run their own marketing or hire an agency on a flat fee. Paying anyone a commission or other compensation tied to money raised generally requires a registered broker-dealer, so check with counsel before you agree to success fees.
How long does a Reg D raise take to close investors? In DNA's experience, three weeks to three months per investor, and longer for the largest checks. Plan the budget and the follow-up for the full decision window.
Plan your Reg D raise with DNA
DNA's eight point marketing strategy maps the industry, competitors, investor personas, channels, creative, partners, and projections before a dollar goes to ads. Start with a strategy plan.
This guide is educational and is not legal or investment advice. Talk to securities counsel about the structure and rules for your offering.
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