Rule 506(b) and Rule 506(c) are not interchangeable
Rule 506(b) generally prohibits general solicitation and can permit a limited number of sophisticated non-accredited purchasers subject to applicable conditions and disclosure requirements. Rule 506(c) permits broad solicitation only when all purchasers are accredited investors and the issuer takes reasonable steps to verify that status.
Both pathways involve additional conditions, including bad-actor provisions, restricted securities, Form D and state notice considerations. The communication plan, investor intake and offering documents should all reflect the selected pathway.