A private placement memorandum (“PPM”) should be drafted to protect the company, its officers and directors, as well as investors. This means, at a minimum, a Reg. D, 506 “PPM to Accredited Investors should include the following provisions:
- Appropriate securities disclosure language;
- Summary of the business, its officers and directors (supplied by company);
- Summary of the offering (price per share, total number of shares being sold, how many shares per unit and the unit price);
- Purchaser questionnaire;
- Purchaser subscription agreement;
- Personal Representative Disclosure Statement;
- Personal Representative Questionnaire;
- Financial Projections (to be supplied by company-not required but should be included;
- Financial Statements (to be supplied by company-not required but may be included); and
- Business plan (supplied by company – not required)
ALSO INCLUDED
- SEC Form D
- Form ID (SEC Access Code Application)
- Form U-2 (Consent to Service of Process)
- Form U-2A (Corporate Resolution)
- Rule 506 State Filing Requirements