When U.S. companies seek to raise capital through the sale of securities they must either:
1) register the securities with the SEC or,
2) rely on an exemption from registration, most commonly Rule 506 of Regulation D.
Previously, Rule 506 allowed a company to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 non-accredited investors. However, this was all done with the stipulation that the company NOT advertise (generally solicit) the offering and they could only offer the investment opportunity to accredited investors. Under the new rule, the general solicitation ban has been dropped and companies can publicly advertise, although companies can still only accept investment capital from accredited investors and they must take reasonable steps to verify that that investor is, in fact, an accredited investor.
Two of the most common types of Rule 506 securities offerings are offerings of shares of private company startups, which is the focused intent of the JOBS Act, and offerings of shares in private investment firms like hedge funds, which get to ride along on the coattails of the JOBS Act.
So what has changed in p2p world? Not that much actually, since Lending Club and Prosper already register their securities with the SEC and have been legally allowed to generally solicit for years. The new rule change will impact some of the smaller online lending platforms that have not gone through the SEC registration process and are relying on Rule 506 to sell to only accredited investors.