Hi, Darren Mangum again, the PPM attorney. I thought I would get on and do another series of videos that talk about common things that come up in connection with doing a private placement. One question I get is, what's the significance of filing Form D with the SEC and what is that all about? And why, if I don't file it, what's the big deal? Certainly, Form D is required to claim exemption under Regulation D. It's not the only available exemption; there are other state or federal statutory exemptions that you could claim. However, Form D is always the best choice and in some cases, it's an essential choice. For example, if you're filing under Regulation 506(c), you're essentially doing a public solicitation of accredited investors. Under this new rule, there is no other exemption available, either federal or state, that allows you to do that without registration. So, if you fail to file Form D claiming that exemption, it could be detrimental for your offering. Not filing it on time will raise a red flag, although late filing is possible. With respect to best practices, it's usually advisable to file Form D after drafting the PPM, subscription documents, and doing all the necessary corporate work needed to prepare the offering. Form D is typically filed right before going to market. Technically, you're not required to file Form D until 15 days after the sale of securities. However, it's not recommended to wait until the last minute. If you look it up, Form D contains basic information about the offering such as the name of the principles, amount raised, industry type, etc. It's important that this information reflects what is in your PPM. You don't want a disparity between the information in the PPM and the Form D filing. When...
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Video instructions and help with filling out and completing Can Form 8865 Thereof
