There is a "Private Offering Exemption" under Section 4(2) of the Securities Act which exempts from registration "transactions by an issuer not involving any public offering."
To qualify for this exemption, the purchasers of the securities must have enough knowledge and experience in finance and business matters to evaluate the risks and merits of the investment (be a "sophisticated investor"), or be able to bear the investment's economic risk, and have access to the type of information normally provided in a prospectus, and agree not to resell or distribute the securities to the public.
In addition, you may not use any form of public solicitation or general advertising in connection with the offering.