A PPM drafted for Rule 506(b) offerings

Rule 506(b) is an exemption from Securities Act registration for offerings without general solicitation. It does not cap the offering amount and can permit accredited investors plus up to 35 non-accredited purchasers who, alone or with a purchaser representative, meet the applicable sophistication standard.

Whether a communication is general solicitation and whether an offeree relationship is sufficient are fact-specific legal questions. Do not advertise or make offers until securities counsel has reviewed the planned channels, audience, and offering procedures.

506(b) may fit when the issuer does not plan to use general solicitation and wants counsel to evaluate participation by accredited investors and, if applicable, a limited number of sophisticated non-accredited investors.

A publicly marketed raise may require a different pathway. Counsel should select and document the exemption before any offer or public communication is made.

When you pick 506(b) at the start of the wizard, the draft renders cover-page and suitability language that reflects the no-general-solicitation posture and the potential non-accredited-purchaser limit. The investor questionnaire includes qualification and sophistication questions for counsel review. PPMWizard does not generate a definitive subscription agreement or determine what Rule 502(b)(2) information must be delivered to any non-accredited participants.

The Form D pre-fill renders with the 506(b) box and investor-count inputs ready for counsel review before filing through EDGAR.