Private Placement Memorandum (PPM)

Issuance from a company’s treasury stock of securities for cash. This is based on prospectus disclosure, in reliance of one or more of the exemptions under applicable securities laws, including the issuance of shares, units, warrants, convertible securities, or debt, but not including a rights offering, issuance of shares for debt, acquisition, or take-over bids. SEC registration is not required if the securities are bought for investment rather than resale. The details of the issuance are noted in the PPM.

Regulation D 506 Equity Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, dilution calculations, current stock allocations, SEC stock transfer restrictions & disclosures, investor subscription agreement, and investor suitability questionnaire.

Regulation D 506 Debt Private Placement Memorandum: includes all pertinent corporate disclosures and Federal SEC disclosures, Rule 506 exempt disclosures and restrictions, risk factors by industry, use of proceeds, management disclosures, debt offering note structure, promissory note subscription agreement, investor suitability questionnaire, and promissory note.

Our Private Placement Memorandum document files include the primary documentation needed to raise capital:

• A Private Placement Memorandum which discloses all needed offering and company data to the investor
  
• A Subscription Agreement which sets forth the terms and conditions of the investment
  
• An Investor Suitability Questionnaire which provides detailed information to the company about the investor
  
• For debt offerings, a Promissory Note Agreement which is the loan agreement between the company and the investor.