Private Placement Memorandum

Draft Reg D Private Placement Memoranda 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

Issuer Governing Documents
Offering Terms Sheet
Financial Statements

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

Workflow

Overview

CaseMark's Private Placement Memorandum skill automates the drafting of Regulation D-compliant PPMs, covering everything from cover page legends and risk factors to capitalization tables and subscription procedures. It supports both 506(b) and 506(c) offerings and is designed to produce disclosure documents that establish a defensible liability record under Rule 10b-5.

Drafting a Private Placement Memorandum is one of the most time-intensive tasks in securities practice, requiring attorneys to manually compile issuer information, craft dozens of risk factors, structure complex capitalization tables, and ensure every required legend and disclosure is present. A single omission can expose the issuer to significant 10b-5 liability, yet the process often stretches across days or weeks as attorneys chase down missing data and reconcile multiple source documents.

CaseMark transforms PPM drafting by ingesting your issuer documents, financial statements, and offering terms, then producing a comprehensive, Regulation D-compliant memorandum in minutes. The AI automatically determines the applicable exemption, generates tailored risk factors, structures the capitalization table, includes all required legends, and flags any gaps in your source materials—giving attorneys a defensible first draft they can refine rather than build from scratch.

How it works

1. Upload issuer documents, financial statements, offering terms, and management bios
2. AI analyzes your inputs, determines the applicable Reg D exemption, and identifies disclosure gaps
3. Review the fully drafted PPM with legends, risk factors, cap table, and subscription procedures
4. Export the finalized memorandum in your preferred format (DOCX, PDF)

What you get

Cover Page with Required Legends
Exemption Determination & Compliance Framework
Intake & Gap Analysis Log
Issuer Description & Business Overview
Risk Factors
Capitalization Table & Securities Terms
Use of Proceeds
Management & Key Personnel
Subscription Procedures & Investor Eligibility
Regulatory Disclosures & Restrictions on Transfer

What it handles

Automatic exemption analysis for 506(b) vs 506(c) with tailored disclosure requirements
Comprehensive risk factor generation based on issuer profile and industry
Capitalization table structuring with authorized/outstanding classes and convertible instruments
Required legends and confidentiality notices compliant with federal and state securities law
Subscription agreement procedures with accredited investor verification frameworks
Gap analysis log identifying missing documents and data needed for full-and-fair disclosure

Required documents

Issuer Governing Documents
Charter, bylaws or operating agreement, investor rights agreements, and any ROFR/co-sale agreements
.pdf, .docx
Offering Terms Sheet
Security type, pricing/valuation, minimum and maximum raise amounts, timeline, escrow details, and use of proceeds
.pdf, .docx, .xlsx
Financial Statements
Historical financial statements (last 2-3 years or since inception), including audit status, burn rate, and runway projections
.pdf, .docx, .xlsx

Supporting documents

Business Plan or Pitch Deck
Company overview, market analysis, competitive positioning, and growth strategy
.pdf, .pptx, .docx
Capitalization Table
Detailed cap table showing authorized and outstanding classes, options, warrants, and convertible instruments
.pdf, .xlsx, .docx
Management Bios
Roles, tenure, relevant experience, and background information for key officers and directors
.pdf, .docx
Material Contracts
Key customer/supplier agreements, IP licenses, debt instruments, and other material contracts
.pdf, .docx
Litigation and Regulatory History
Pending or threatened claims, regulatory investigations, sanctions, or consent orders
.pdf, .docx

Why teams use it

Reduce PPM drafting time from days to minutes while maintaining comprehensive, defensible disclosure

Ensure compliance with Regulation D requirements through automated exemption analysis and legend generation

Identify disclosure gaps early with an intelligent intake audit that flags missing documents and data

Produce investor-ready documents with professionally structured risk factors, cap tables, and subscription procedures

Questions

Does this handle both 506(b) and 506(c) offerings?

Yes. CaseMark analyzes your offering structure and automatically tailors the PPM for either 506(b) or 506(c), adjusting disclosure requirements, investor eligibility language, and verification procedures accordingly.

How does CaseMark generate risk factors specific to my offering?

CaseMark examines your issuer profile, industry, financial condition, and offering terms to produce risk factors tailored to your specific situation. The AI draws on established securities disclosure frameworks to ensure comprehensive coverage that supports a 10b-5 defense.

Can I customize the capitalization table and securities terms?

Absolutely. CaseMark generates a structured capitalization table from your uploaded documents, including authorized and outstanding classes, options, warrants, and convertibles. You can review and edit every detail before finalizing.

Does the PPM include required federal and state securities legends?

Yes. CaseMark automatically includes confidentiality legends, securities act disclaimers, transfer restriction notices, and other required regulatory language. You can also specify blue sky jurisdictions for state-level compliance considerations.

How long does it take to generate a complete PPM?

CaseMark typically produces a comprehensive draft PPM in approximately 15 minutes, compared to the days or weeks traditional manual drafting requires. You can then review, customize, and finalize the document at your own pace.

Is the output suitable for use as a final legal document?

CaseMark produces a professional, comprehensive draft designed to accelerate your workflow significantly. As with any securities offering document, the output should be reviewed by qualified securities counsel before distribution to investors.