The monetary number of securities that may be offered in a private placement is not limited by Rule 506. The securities can be offered to as many accredited investors as there are available. However, each nonaccredited investor must have sufficient knowledge and expertise in financial and business concerns, either alone or with the assistance of a purchasing representative, to assess the benefits and hazards of a potential investment (or else the company must have confidence at the time the securities are sold that each non-accredited investor satisfies the requirement).

Rule 506 mandates comprehensive disclosure of pertinent facts to potential investors. However, the amount of information required varies depending on the size of the investment.