Offering Memorandum, Corporate Intrastate Offerings

$149.95 $129.95

A feature-rich Offering Memorandum plus the complete set of documents you need for your Intrastate Offering conducted under Rule 147/147A:

• An easy to edit Offering Memorandum template featuring sample content from “effective” Form S-1s;
• The Affidavit of Residency, Subscription Agreement, Investor Questionnaire, Patriot Act Disclosure plus other required documents;
• An easily edited Mail Merge Data Source file to save you time in preparing your Offering Memorandum;
• A “Pitch” Sheet and Capitalization Table.

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Our SEC Rule 147/147A compliant Intrastate Offering Memorandum template is ideal for corporations issuing Convertible Preferred Stock with Warrants in their intrastate offering. The Offering Memorandum includes SEC “effective” content that is written in Microsoft® Word making the content easy to edit for your capital raise.

We also feature Microsoft Word’s Mail Merge, a program which will populate the Offering Memorandum and Subscription Agreement with many recurring facts (company name, address, etc.). You  enter  recurring information in the Mail Merge Data Source file (also included) and Mail Merge will populate your Offering Memorandum and Subscription Agreement with your data. This key feature will save you time in preparing these two documents.

We prepared the entire set of offering documents following the guidelines in Regulation S-K and the Form S-1.

Contents Of The Offering Memorandum

  • Memorandum Summary;
  • Financial highlights (unaudited);
  • Risk Factors;
  • Use of Proceeds;
  • Determination of Offering Price;
  • Dilution;
  • Capitalization;
  • Plan of Distribution;
  • Description of Securities;
  • Units Eligible For Future Sale;
  • Interests of Named Experts and Counsel;
  • Information With Respect to the Issuer;
  • Management’s Discussion and Analysis of Financial Condition And Results of Operations;
  • Material Changes;
  • Incorporation of Certain Information By Reference;
  • Other Expenses of Issuance and Distribution;
  • Indemnification of Directors and Officers;
  • Recent Sales of Unregistered Securities;
  • Where You Can Find Additional Information;
  • Exhibits.

Important Documents Included In The Package

  • Rule 147/147A Offering Memorandum;
  • Subscription Agreement;
  • Investor Verification;
  • Affidavit of Residency;
  • Jurisdictional Legends (all 50 states);
  • ERISA Disclosure;
  • Complete Set of Patriot Act Documents;
  • Capitalization Table;
  • Executive Summary (“Pitch Sheet”);
  • Mail Merge Data Source.

State “Blue Sky” Laws

We encourage issuers to contact state securities regulators in the state in which they intend to offer or sell securities for further guidance on compliance with state security laws.

Although we created these documents to conform with the disclosure requirements of Regulation 147/147A of the Securities Act of 1933 and Regulation S-K, these documents present an array of often mutually exclusive options with respect to particular Regulation 147/147A provisions. We encourage you to tailor the templates to accurately reflect the specific provisions of your Intrastate capital raise.

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