Professional PPM Checklist
A comprehensive guide for issuers and consultants. Your progress is saved locally.
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1. Cover Page & Table of Contents
Issuer's Full Legal Name & Address
Title: "Private Placement Memorandum" or "Confidential Offering Memorandum"
Date of the Memorandum
Description of Securities Offered (e.g., "Class A Preferred Stock")
Total Offering Amount (Min/Max, if applicable)
Price Per Security / Unit
Minimum Investment Amount
Placement Agent / Broker-Dealer Name (if any)
Prominent Confidentiality Legend
Required SEC / State Legends (Securities Act of 1933 disclaimer)
Table of Contents (Accurate page numbers)
2. Important Notices & Disclaimers
Confidentiality Notice (reiterated)
Forward-Looking Statements Disclaimer (Safe Harbor)
No Recommendation or Investment Advice Disclaimer
Accredited Investor Requirements (e.g., Reg D 506(b) or 506(c))
No General Solicitation (if 506(b))
Restrictions on Transfer / Illiquidity of Securities
State-Specific Legends (Blue Sky Laws)
Information for Foreign/Non-US Investors (if applicable)
No IRS or Tax Advice Disclaimer
3. Summary of the Offering
The Issuer (Brief intro)
The Business (High-level model)
The Offering (Terms in a summary table)
Use of Proceeds (Summary)
Summary of Key Risk Factors
Management Team (Key members)
Offering Period / Closing Date
4. Risk Factors (CRITICAL SECTION)
Introductory paragraph (not an exhaustive list)
Risks Related to the Business (e.g., new business, no revenue, operating losses)
Risks Related to the Industry (Competition, regulation, market changes)
Risks Related to Management (Key personnel, conflicts of interest)
Risks Related to the Offering (Arbitrary valuation, no public market)
Risks Related to the Securities (Illiquidity, dilution, no voting rights, subordination)
Risks Related to IP / Technology
Risks Related to Tax Law
Risks are specific and tailored (not boilerplate)
5. The Company / The Issuer
Legal Name, Formation Date, Jurisdiction (e.g., "a Delaware C-Corp")
Mission & Vision
Detailed Products and/or Services
Market Opportunity & Size (TAM, SAM, SOM)
Competitive Landscape
Competitive Advantages / "Moat"
Strategy & Business Model (How you make money)
Sales & Marketing Strategy
Intellectual Property (Patents, trademarks, trade secrets)
Facilities / Physical Assets
Material Legal Proceedings (if any)
Corporate Structure (Subsidiaries, affiliates)
6. Management, Governance & Principal Holders
Directors & Executive Officers (Table)
Biographies for each (Name, Age, Position, Experience)
Key Employees & Consultants
Advisory Board (if any)
Executive Compensation (Summary or table)
Corporate Governance (Board structure, committees)
Principal Shareholders Table (Pre-Offering)
Conflicts of Interest (Disclosure of any)
Certain Transactions (with insiders)
7. Use of Proceeds
Introductory paragraph on management's discretion
Detailed, itemized table of uses
Columns for Min Offering & Max Offering (if applicable)
Categories (e.g., R&D, S&M, Working Capital, Debt Repayment)
Prioritization of funds (if min is raised)
Clause on flexibility to reallocate funds
8. Terms of the Offering
Offering Size (Min/Max Units & $)
Price Per Security
Minimum Investment ("Subscription") Amount
Offering Period (Start, End, Extension rights)
Escrow Agreement / Agent (if Min offering)
Procedure for acceptance/rejection of subscriptions
Placement Agent & Commissions (if any)
Plan of Distribution
9. Description of Securities
Type of Security (Common, Preferred, Debt, Note)
For Equity: Voting Rights
For Equity: Dividend Rights & Policy
For Equity: Liquidation Preference (e.g., 1x, participating)
For Equity: Conversion Rights (if any)
For Equity: Anti-Dilution Provisions (if any)
For Debt: Interest Rate & Payment Dates
For Debt: Maturity Date
For Debt: Security / Collateral (if any)
For Debt: Subordination
For Convertible Note: Conversion triggers, discount, cap
Restrictions on Transfer (Right of first refusal, etc.)
10. Capitalization
Capitalization Table (as of a recent date)
Column: "As Is" / Pre-Offering
Column: "Pro-Forma" (Post-Offering, Min & Max)
Rows for all classes of stock (Common, Preferred)
Rows for all long-term debt
Footnotes for options, warrants, convertible notes
11. Dilution
Clear explanation of what dilution is
Table showing pro-forma dilution to new investors
Comparison of average price paid by existing vs. new investors
Disclosure of outstanding options/warrants that could dilute further
12. Financial Information
Financial Statements (Balance Sheet, Income, Cash Flow)
Audited or Unaudited (Clearly stated)
Period covered (e.g., 2-3 years, if available)
Notes to Financial Statements
Management's Discussion & Analysis (MD&A) (optional but good)
Pro-forma financials (if applicable, e.g., post-acquisition)
Financial projections (optional, but must have strong disclaimers)
13. Tax Considerations
Prominent "Consult your own tax advisor" disclaimer
Summary of material federal tax consequences
Tax treatment of the entity (C-Corp, S-Corp, LLC/Partnership)
Implications for investors (e.g., K-1s, UBIT for tax-exempt investors)
14. Legal & Other Matters
Legal counsel for the issuer (name)
Legal opinions (if any)
Summary of material contracts
Experts (e.g., auditors, if any)
15. Subscription Procedures
Step-by-step instructions on how to invest
Reference to Subscription Agreement & Investor Questionnaire
Payment instructions (wire, check, escrow account)
Contact person for subscription process
16. Exhibits & Appendices
Exhibit: Subscription Agreement (Full document)
Exhibit: Investor Questionnaire (for accreditation)
Exhibit: Articles of Incorporation / Certificate of Formation
Exhibit: Bylaws / Operating Agreement
Exhibit: Financial Statements (if not in body)
Exhibit: Key Material Contracts (optional)