Offshore Investment Banking
Mergers & Acquisitions
Capital Formation

WSO-new-type-logo2Offshore Investment Banking • Mergers & Acquisition
Capital Formation • Financial Advertising

40 Wall Street • New York, N.Y. 10005 • (520) 529-6700 •

Onshore Regulation D Offerings

Onshore Regulation

Get Help Creating Your Regulation D Offering

altThe Regulation D (Reg D) Offering is an exemption designed by the SEC for private business. It is the most widely used program the SEC offers and provides the proper exemption needed to raise capital from investors. Regulation D contains three (3) rules for providing exemptions Rule 504, Rule 505, and Rule 506. The Wall Street Organization, Inc.®, (WSO) can assist your company in determining whether a Regulation D Private Placement Memorandum would be an appropriate vehicle to raise capital for your business. We can also determine which exemption rule is the best choice for your Offering. Our services include every phase of creating a custom tailored Regulation D Private Placement Offering including due dilligence, financial packaging of the Reg D, assembling the sales collateral materials for presentation to investors as well as a custom designed website, and wholesaling the transaction to FINRA licensed Securities Broker-Dealers and our network of Accredited Investors. 


A US or foreign company that is seeking to raise capital from U.S. investors utilizing Regulation D exemption or any person acting on its behalf may offer or sell its securities by general solicitation" or "general advertising" if certain conditions are met. The use of mailing lists, unregulated referral sources (non-broker dealers), and other database providers can present problems to the company/issuer if they are not utilized and sourced properly. The Wall Street Organization, Inc.®, (WSO) can develop a custom marketing plan which should attract potential investors to your company and at the same time establish a pre-existing relationship with them. Companies can also choose to utilize a Foreign Direct Stock Offering (Reg S) which would enable them to raise capital from foreign investors. We can strategically structure and address critical factors such as public investor awareness, company valuation, share/debt pricing, and minimal shareholder dilution.

Our U.S. Private Placement paralegal service includes:

  • Private Placement Memorandum
  • Subscription Agreement
  • Offering Circular
  • Purchaser Questionnaire
  • Financial Spreadsheet
  • Tracking Spreadsheet
  • Purchaser Representative Questionnaire
  • Complete SEC Form D
  • Introduce venture capital/private equity firms who invest in that particular industry


New! The J.O.B.S. Act Brings Changes to Regulation D Rule 506C

The U.S. Congress recently passed the J.O.B.S. Act (Jumpstart Our Business Startups Act), which reversed an 80 year old ban on general solicitation and advertising in the Federal Securities Law for privately placed direct investments. The U.S. Securities Exchange Commission (SEC) passed and proposed several new rules (e.g. Rule 506c) implementing the new law. The rules in part provide that any allowable general solicitation or advertising must provide for sales to only "Accredited Investors" which is defined in SEC Regulation D as generally inluding wealthy individuals with net worths in excess of $1,000,000 and/or individul annual income in excess of $200,000 annually ($300,000 for married couples). Accordingly, beginning in the Fall of 2013, for the first time since the Securities Act of 1933 became law, it is now legal under certain allowable circumstances to advertise private alternative investments to the public.

Contact Us About Regulation D Offerings!

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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.

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