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Updated almost 6 years ago on .
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Does satisfying “Reg D exemptions” eliminate the need for a PPM?
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@Samuel S., your question - whether a PPM is necessary - is more accurately whether a PPM is advisable, because a PPM is at base a risk management tool to disclose every little detail of your offering (yes, your raise as described would be considered an offering). The fact that your offering could meet a Reg. D exemption does not exempt you from distributing a PPM (there is no such requirement in the first instance), it exempts the offering from SEC registration.
As lawyers are commonly risk adverse, most will advise you to distribute a PPM. I recommend you consult with a knowledgeable RE/securities attorney to go over the pros and cons for your offering. If you're not already working with an attorney to help you draft your issuer entity's operating agreement, I definitely recommend this also.
One last comment: in my experience, knowledgeable investors will expect to see a PPM and, if you don't have one, it is often a red flag.