A PPM draft for Rule 504 offerings

Rule 504 is a Regulation D exemption that may be available to eligible issuers for offerings up to $10 million during a 12-month period. Investment companies, Exchange Act reporting companies, and certain disqualified issuers are not eligible. The federal exemption does not eliminate applicable state registration, qualification, notice, fee, or antifraud requirements.

Rule 504 does not create a blanket right to advertise or issue freely tradable securities. General solicitation and unrestricted securities are permitted only when the offering satisfies specified Rule 504 conditions. Counsel must evaluate the federal and state path before any offer is made.

Rule 504 may be considered for a smaller offering when the issuer and counsel are prepared to address each relevant state and the planned amount remains within the federal cap after integration and other offering rules are considered.

It is not simply a smaller version of Rule 506. Investor eligibility, solicitation, resale status, disclosure, filing, and state review can differ materially by the chosen route and jurisdictions.

Selecting Rule 504 adds framework-specific draft language and makes the Form D pre-fill available. The wizard records the intended framework, offering amount, jurisdictions, distribution approach, and investor facts for counsel to reconcile.

PPMWizard does not determine issuer eligibility, calculate an integrated 12-month offering amount, authorize general solicitation, register an offering with a state, or file Form D. Qualified securities counsel must confirm the pathway, disclosures, legends, and filings.