Private Placement Memorandum, Corporations, Rule 506(b)
A feature-rich private placement memorandum for your Rule 506(b) offering of Common Stock with Warrants:
- An easy to edit PPM template featuring sample content from “effective” Form S-1’s;
- The Subscription Agreement, Investor Questionnaire, Form D plus other required documents;
- An easily edited Mail Merge Data Source file to save you time in preparing your PPM;
- A “Pitch” Sheet and Capitalization Table;
- Free Form D filing.
Our Regulation D, Rule 506(b) compliant private placement memorandum template is ideal for your corporation issuing Common Stock with Warrants. The complete set of documents includes the PPM, Subscription Agreement, Investor Questionnaire, Form of Warrant and other offering documents you need to comply with Reg. D.
The PPM template follows the guidance contained in Regulation S-K and features sample content from Forms S-1 that have been declared “effective” by the SEC. The content is written in Microsoft® Word making the content easy to edit for your capital raise.
Also featured is Microsoft Word’s Mail Merge, a program which will populate the PPM with many recurring facts (company name, address, etc.). You just need to enter this recurring information in the Mail Merge Data Source file (also included) and Mail Merge will populate your PPM with your data. This key feature will save you time in preparing these two documents.
PPM Business Model
- Corporation issuing Common Stock with Warrants;
- Minimum capital raise: $1 million; maximum capital raise: $5 million;
- Escrow services.
- PPM Summary;
- Financial highlights (unaudited);
- Risk Factors;
- Use of Proceeds;
- Determination of Offering Price;
- Plan of Distribution;
- Description of Securities;
- Shares 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;
Important Documents Included In Your Package
- Private Placement Memorandum with mail merge data source file;
- Subscription Agreement;
- Investor Verification;
- Third-party Verification Letter;
- Form of Warrant;
- Jurisdictional Legends (all 50 states);
- ERISA Disclosure;
- Complete Set of 3 Patriot Act Documents;
- Form D;
- Capitalization Table;
- Executive Summary/Pitch Sheet;
- Form U-1;
- Form U-2;
- Form U-2A.
State “Blue Sky” LawsWe 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 D 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 D provisions. We encourage you to tailor the templates to accurately reflect the specific provisions of your Regulation D capital raise.