Exempt Offerings  JOBS Act Solutions

advising on exempt offerings to find investors.  

A key document commonly referred to as a private placement memorandum or “PPM" discloses to potential investors information regarding the company’s operations, investment risks, SEC disclosures, offering terms, and more. A private placement memorandum must disclose information regarding the company’s operations, investment risks, disclosures, and offering terms. 

Private Placement Advisors LLC uses the SEC’s Tier 1 Grade (under new Regulation A+) disclosure model. This disclosure model exceeds what is required for Regulation D exempt offerings. Exhibits to the private placement memorandum (PPM) disclose historical and projected financials, subscription documents, related contracts, company by-laws, and other pertinent data. The SEC has specific regulations that govern what must be disclosed to investors. 

Benefits of a Tier 1 Grade offering documents:

  • protect the client more than the “letter” or summary type offering document
  • enhances the professionalism of the opportunity and disclosure package for investors
  • required by most broker-dealers before they can retail your opportunity to their investor clients

Our offering documents meet the Tier 1A standard. “Tier 1A” means they can be used with any offering made pursuant the Tier 1A exemption under the new SEC Regulation A+. (Tier 1 is for offerings up to $20,000,000, whereas Tier 2, with higher standards, is for offerings up to $50,000,000).


An important aspect of our offering documents is their Tier 1 Grade standard. “Tier 1 Grade” means they can be used with an offering made under SEC Regulation A+ Tier 1, for offerings up to $20,000,000. These documents will also pass compliance and legal review at FINRA broker-dealer firms.

Each PPM is carefully drafted to provide accurate SEC Form 1-A Grade disclosure documents in a professional fashion with customized graphics and content specific to your business and industry. 

Potential investors must have confidence that your management team is comprised of sophisticated professionals who can manage the company effectively. One way to judge sophistication is by the professionalism of the offering documents.

Private Placement Advisors LLC provides advisory services for the preparation of exempt private placement offerings. Since 2011, we have been an industry leader in providing Regulation D advisory and documentation services. 

Our Exempt Offerings Library includes books and audiobooks on crowdfunding, exempt offerings, and other topics.

Our monthly reporting service, Exempt Offerings Reporter, summarizes recent developments in the world of Blue Sky law and regulation. 

To get started or just to ask questions, email [email protected]Douglas Slain can be reached directly at 415-317-6130.