Private Placements

Exempt offerings, structured fairly and placed with real investors

Not every capital raise belongs in the public markets. For many companies, the fastest and most efficient path to funding is an exempt private offering: securities sold directly to investors without a full SEC registration, under the exemptions the securities laws provide. Done well, a private placement delivers capital quickly, quietly, and on terms a company can live with. Done carelessly, it saddles a company with toxic structures and a damaged shareholder base.

Our senior bankers have been among the most active placement agents in the small-cap market, with hundreds of completed financings across two decades of practice. We know which investors actually fund, which terms create problems two years later, and how to run a compliant process from first outreach to closing.

Offerings we place

Regulation D, Rule 506(b)

The workhorse of private capital formation: offerings to accredited investors (and a limited number of sophisticated non-accredited investors) without general solicitation, with no cap on the amount raised. Most institutional private placements are conducted under this rule.

Regulation D, Rule 506(c)

For companies that want to market their offering broadly, Rule 506(c) permits general solicitation and advertising, provided all purchasers are accredited investors and their status is reasonably verified. We help issuers use this flexibility without stumbling over its verification requirements.

Regulation Crowdfunding

Offerings of up to $5 million in a twelve-month period, conducted through a registered funding portal or broker-dealer. Regulation Crowdfunding lets companies raise from their customers, their community, and the broader public, turning supporters into shareholders.

Regulation A

Often called the mini-IPO, Regulation A permits offerings of up to $75 million in a twelve-month period with scaled disclosure requirements and, under Tier 2, federal preemption of state blue-sky review. For companies not yet ready for a traditional IPO, Regulation A can build a public shareholder base and a path toward listing.

Regulation S

For offerings to investors outside the United States, Regulation S provides a safe harbor from SEC registration for securities sold offshore to non-U.S. persons. It opens the global capital pool (family offices, funds, and strategic investors in Europe, Asia, and beyond) and can be run alongside a concurrent Regulation D offering, allowing a company to raise from domestic and international investors in parallel. We manage the requirements that make the exemption work, including offshore transaction procedures and the applicable distribution compliance periods.

Across all of these exemptions, we place the full range of structures: common stock, preferred stock, convertible notes, units with warrants, and debt instruments, for private companies and for public companies raising capital privately.