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Neither this website nor any of its content is an offer or a solicitation to invest in any security and does not form part of any solicitation or offering that may exist now or in the future. The content of this web site is provided for general information purposes only and is not intended to solicit the purchase of securities or be used as immigration, investment or tax advice. Security offerings, if any, will only be made pursuant to exemptions from registration requirements set out in applicable securities laws. The content of this web site is qualified in its entirety by any offering memorandum and related operating agreement that may exist now or in the future.

The Wall Street Organization, Inc.® is not, nor does it purport to be a member of the Financial Industry Regulatory Authority (FINRA) .

Please read through the Terms and Conditions, © / ™ Notices, and Privacy Statement

The Wall Street Organization, Inc., Investment Management, Tucson, AZ
National Investment Banking Association Southwest Investment Association
National Small Cap Syndicate
San Diego Investment Conference
Miami International Investment Conference

Private Placement Memorandums and Offerings

Private Placements

Details
Parent Category: Private Placement Memorandums and Offerings
Published: 23 April 2012

A Private Placement Memorandum is the sale of securities to a relatively small number of select investors as a way of raising capital. Since a private placement is offered to a few, select individuals, the placement does not have to be registered with the Securities and Exchange Commission. In many cases, detailed financial information is not disclosed and a the need for a prospectus is waived. There are several different types of Private Placement Memorandum as defined by the Securities Act of 1933. The Wall Street Organization, Inc.® can create Private Placement Memorandum tailored to the specific fund raising needs of your company.

Private Placement Memorandums and Offerings

Details
Parent Category: Private Placement Memorandums and Offerings
Published: 29 March 2012

 

Regulation D Rule 504

Regulation D Rule 505

Regulation D
Rule 506c

Regulation S

Amount of Offering

$1 Million

$5 million

No Limit although if over $12 million require additional disclosures

No limit.

Term

12 Months

12 Months

12 Months

12 Months

Disclosure Required

No federal requirements.

Substantive disclosure to non-Accredited Investors

Substantive disclosure to non-Accredited Investors

No federal requirements.

Advertising and Solicitation

No general advertising or general solicitation is permitted.

No general advertising or general solicitation is permitted.

General advertising and general solicitation are permitted provided that securities are sold only to "Accredited Investors" as defined by the SEC

General advertising or general solicitation is permitted offshore in countries which allow it.

Types of Investors

Unlimited

An unlimited number of Accredited Investors and up to 35 Non-Accredited Investors

An unlimited number of Accredited Investors and up to 35 Non-Accredited but Sophisticated Investors

An unlimited number of Accredited Investors who are Non-US Citizens residing outside of the United States.

Filings Required

Form D

Form D

Form D

None

Types of Securities

Restricted

Restricted

Restricted

Free trading stock but must continue to bear a restrictive legend

 

Important: Nothing herein is intended as legal or financial advice. The law is different in different jurisdictions, and the facts of a particular matter can change the application of the law. Please consult an attorney or your financial adviser before acting upon the information contained herein.

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