Private University a private non-profit educational institution located in California, agrees to issue Shares in learning certificates in a one-time offering to the public. These shares will be traded for $500 each and entitle the bearer to redeem each diploma for two undergraduate or one graduate college credit in any of its schools at any time in the future. The shares may likewise be resold without restriction by the initial purchaser. The contribution will be made via the Internet.
Will the offering want to be registered with the Securities and Exchange Commission (SEC) under the Securities Act of 1933? Describe. Does your response differ if Shares in Learning are issued by Private College a branded for-profit institution that does business in all 50 states? Why?