1.1.2.1.8. Filing a Private Placement with FINRA
All FINRA members who are selling securities in private placements must file with FINRA any PPM, term sheet, or other offering document used in connection with the sale within 15 days of first use, or they must indicate that no such offering document was used. Firms must send the documents electronically through the FINRA via private placement filing system in the FINRA Firm Gateway system.
The following questions are asked on the form and must be answered through the offering document:
•Firm name and contact person, and email
•Maximum amount to be raised
•Offering period
•Maximum sales commission and the aggregate amount of compensation to registered persons
•Stated or target rate of return
•Form D filing number
•Did your firm use a PPM and/or term sheet (if yes, please upload the PPM or term sheet)?
•Is this a contingency offering?
•Does the issuer have any independently audited financial statements for the most recent fiscal year?
•Is the issuer able to use offering proceeds to make or repay loans to, or purchase assets from, any officer, director, or executive management of the issuer, sponsor, general partner, manager, advisor, or any of the issuer’s affiliates?
•Does the issuer have a board of directors comprised of a majority of independent directors or a general partner that is unaffiliated with the firm?
•Has the issuer engag