The world of private placements and fundraising is filled with technical terms. This glossary is designed to give you quick, plain-English definitions so you can speak with confidence when talking to investors.
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The core legal document that describes your investment offering, including company details, financials, risks, and terms. Required for private offerings.
Subscription Agreement
A contract between the company and investor outlining the terms of the investment and the investor’s commitment.
Blue Sky Laws
State-level securities regulations requiring notice filings in each state where you raise capital, even if the offering is federally compliant.
Reg D (Regulation D)
An SEC exemption that allows companies to raise unlimited capital from accredited investors. Rule 506(b) restricts advertising; Rule 506(c) allows general solicitation with accreditation verification.
Reg A+ (Regulation A+)
An SEC exemption allowing companies to raise up to $75 million from accredited and non-accredited investors, with more extensive filing and disclosure requirements.
Accredited Investor
An individual or entity that meets SEC requirements for income, net worth, or professional status, allowing them to participate in private placements.
GAAP (Generally Accepted Accounting Principles)
A standardized framework of accounting rules used to prepare financial statements, ensuring accuracy and comparability for investors.
Form D
A required SEC filing when conducting a Reg D offering, notifying the SEC and state regulators of your private placement.