Regulation D exemption allows companies to privately offer stock shares or bonds to pre-selected investors and institutions, offering an alternative to an IPO for capital raising. Private placements are regulated by the U.S. Securities and Exchange Commission under Regulation D 504, 505, 506 (b), or (c). Invited investors include high-net-worth individuals, banks, financial institutions, mutual funds, insurance companies, and pension funds. Private placements offer the advantage of fewer regulatory requirements compared to public offerings.