Former SEC Enforcement Attorney · 9 Years, SEC Division of Enforcement

The Other Side of the Table · Appendix B

Before the First Dollar Moves: A Private Offering Checklist

Twelve questions to answer before a Rule 506 or Regulation A raise: exemption choice, verification, bad actors, finders, Form D, blue sky, and integration.

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  1. Which exemption: Rule 506(b), Rule 506(c), Regulation A, or another? Decided in writing.
  2. Has everyone who will speak about the company been told what they may and may not say publicly?
  3. If 506(c): what verification method will be used for each purchaser, and who will keep the record?
  4. If 506(b) with non-accredited investors: is the required disclosure package prepared?
  5. Has a bad actor inquiry been completed for every covered person?
  6. Is anyone being paid to introduce investors? Are they registered? How are they compensated?
  7. Is the offering document accurate, current, and consistent with the deck, website, and any press?
  8. Are subscription documents, investor questionnaires, and board approvals complete?
  9. Is the Form D calendared for fifteen days after the first sale?
  10. Are state notice filings identified and calendared?
  11. Could this offering be integrated with any other recent or planned offering?
  12. Is the capitalization table current and supported by documentation for every prior issuance?

From the book

This is general information, not legal advice.

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