SEC Rule $10$b$-5$:

is the principal antifraud rule relating to the secondary distribution of securities$.$

provides that a civil action for damages may be brought by any private investor who purchased or sold a security and was injured because of false, misleading, or undisclosed information.

applies to all securities$,$ whether registered or not, as long as use is made of the mail, interstate commerce, or a national stock exchange.

all of the above.