SEC Compliant PPMs

Rule 504 PPMs

  • $10 million limit in a 12 month period; Investors received restricted securities;
  • Unlimited number of accredited and non-accredited investors;
  • Generally speaking, the issuer cannot use general advertising or solicitation when making the offering;
  • “Bad Actor” disqualification process applies;
  • Form D must be filed with the SEC;
  • Does not preempt state registration and qualification.

Rule 506(b) PPMs

  • No limit on the amount of capital raised or number of accredited investors; maximum of 35 non-accredited investors;
  • Financial statements for non-accredited investors consistent with Regulation A;
  • No general solicitation or advertising;
  • Investors received restricted securities;
  •  “Bad Actor” disqualification process applies;
  •  Preempts state registration and qualification.

Rule 506(c) PPMs

  • General solicitation and/or advertising permitted;
  • All investors must be accredited investors;
  • Issuers must take reasonable steps to verify that all purchasers are accredited investors;
  • No limit on amount of capital raised;
  • “Bad Actor” disqualification process applies;
  • Must file a Form D with the SEC;
  • Preempts state registration and qualification.


  • No maturity date until a conversion event occurs;
  • No interest rate and no accruing interest;
  • Investors receive only a right to convert their SAFEs into equity at a lower price than the investors in the subsequent financing (based either on the discount or valuation cap in their SAFEs);
  • Automatic conversion on any priced shares issue; and,
  • A valuation cap.