Commercial securities law, question regarding pre-selling, Reg D 506, etc. Caught in a Catch-22 & trying to find another way.

You really have two questions here. With regard to the second, yes as a general matter, one can license an IP driven a product/service that is forthcoming. However, both from a contractual and securities disclosure standpoint, there should be clear recitations that the product is forthcoming, and even a mechanism for return of monies should you not be able to produce the product. If by your question you are asking whether you can use the monies raised by the pre-license towards developing the product, I think that is very dangerous and could expose you to claims of fraud and SEC violations (because if the monies are used in that fashion, you are essentially turning the licensees into investors.) I would consult with an attorney to assess the terms and parameters you have in mind.

Secondly, with regard to soliciting accredited investors under 506/502. Yes it is true that a pre-existing relationship is needed. However, that rule is not strictly interpreted to mean you can only address those people that you have a relationship post offering. You can contact people about their suitability to invest generally, but not in connection with the current offering, in the hopes that they can ultimately be solicited specifically in connection with the offering. You may also want to engage a finder (but that has to be discreet as well, no mass e

I hope this was helpful.

Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.