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Private Placement Memo

Draft Compliant Private Placement Memos in Minutes

15 minutes with CaseMark

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Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

15 minutes with CaseMark

What you'll need

  • Corporate Formation Documents
  • Financial Statements
  • Business Plan or Pitch Deck

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Private Placement Memorandum skill uses AI to draft comprehensive, SEC-compliant PPMs for Regulation D offerings. It generates full disclosure documents covering risk factors, capitalization, securities terms, use of proceeds, and investor qualification requirements — transforming what typically takes weeks of attorney drafting into a streamlined, intelligent workflow.

Drafting a Private Placement Memorandum is one of the most time-intensive tasks in securities law. Attorneys must balance comprehensive risk disclosure with compelling opportunity presentation, ensure compliance across federal and state securities regulations, and tailor every section to the specific offering — all while knowing that deficient disclosure creates rescission rights and Rule 10b-5 liability exposure.

CaseMark's AI analyzes your corporate documents, financials, and business materials to generate a complete, structured PPM that meets Regulation D disclosure standards. The platform enforces anti-fraud compliance, generates tailored risk factors, and produces investor qualification sections — giving attorneys a comprehensive first draft that dramatically accelerates the offering process.

How it works

  1. 1. Upload your corporate documents, financials, and business materials

  2. 2. AI analyzes your offering structure and generates a full PPM with SEC-compliant disclosures

  3. 3. Review and customize risk factors, securities terms, and investor requirements

  4. 4. Export the finalized PPM in your preferred format (DOCX, PDF)

What you get

  • Cover Page with Mandatory Legends

  • Executive Summary

  • Risk Factors

  • Description of Securities

  • Use of Proceeds

  • Capitalization and Dilution Analysis

  • Management and Key Personnel

  • Business Description

  • Investor Qualification Requirements

  • Subscription Procedures and Instructions

What it handles

  • Full Regulation D disclosure framework with Rule 506(b) and 506(c) support

  • Comprehensive risk factor generation tailored to issuer and offering

  • Capitalization table and securities terms drafting

  • SEC anti-fraud compliance under Section 10(b) and Rule 10b-5

  • Accredited investor qualification and verification requirements

  • Blue sky law considerations and state filing guidance

Required documents

  • Corporate Formation Documents

    Articles of incorporation, cap table, stockholder agreements, and option/warrant schedules

    .pdf, .docx

  • Financial Statements

    Balance sheet, income statement, and cash flow statement (audited, reviewed, or compiled)

    .pdf, .docx, .xlsx

  • Business Plan or Pitch Deck

    Business plan, pitch deck, or executive summary describing the company and opportunity

    .pdf, .docx, .pptx

Supporting documents

  • Prior Financing Documents

    Term sheets, subscription agreements, or closing documents from previous funding rounds

    .pdf, .docx

  • Material Contracts

    Key customer, supplier, licensing, or partnership agreements material to the business

    .pdf, .docx

  • Management Bios

    Detailed professional biographies for officers, directors, and key advisors

    .pdf, .docx

Why teams use it

Reduce PPM drafting time from weeks to hours while maintaining SEC compliance standards

Generate tailored risk factors and disclosures based on your specific offering and business profile

Ensure anti-fraud compliance under Section 10(b)/Rule 10b-5 with structured disclosure frameworks

Support both Rule 506(b) and 506(c) offerings with appropriate investor verification language

Questions

Does this PPM comply with SEC Regulation D requirements?

Yes. CaseMark generates PPMs that follow the full Regulation D disclosure framework, including Rule 506(b) and 506(c) requirements, anti-fraud compliance under Section 10(b)/Rule 10b-5, and accredited investor verification standards under Rule 501. Attorney review is always recommended before distribution.

Can I choose between Rule 506(b) and Rule 506(c) offerings?

Absolutely. CaseMark supports both exemption types and tailors the disclosure language, general solicitation provisions, and investor verification requirements accordingly based on your selection.

What types of securities offerings does this cover?

CaseMark's PPM skill handles equity, debt, convertible instruments, and other security types commonly used in private placements. The output adapts to your specific offering structure, pricing, and terms.

How does CaseMark handle risk factor drafting?

CaseMark analyzes your uploaded business materials, financials, and offering terms to generate tailored risk factors covering company-specific, industry, offering, and regulatory risks — ensuring material disclosures that satisfy anti-fraud standards.

Does the output include subscription documents and investor questionnaires?

CaseMark generates the core PPM with subscription procedures and investor qualification sections. It can also reference or draft companion documents like subscription agreements and accredited investor questionnaires as part of the offering package.

Should I still have an attorney review the generated PPM?

Yes. While CaseMark produces comprehensive, compliance-oriented PPMs, securities offerings carry significant legal liability. We strongly recommend attorney review to ensure all material facts are disclosed and the document meets your jurisdiction's specific requirements.

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