When raising capital in private offerings, issuers often rely on exemptions from registration under Regulation D of the Securities Act of 1993. Two of the most common exemptions are Rule 506(b) and Rule 506(c). While both exemptions allow private issuers to raise capital without registering with the SEC, each exemption has different requirements, limitations, benefits, and disadvantages. Understanding the differences between the two exemptions is essential for companies deciding how to structure their capital raise. The table below outlines some of the key differences between 506(b) and 506(c).