Sample Private Placement Memorandum

SAMPLE CORPORATION

# Shares of Preferred Stock
$0.00 per Share

We are offering a minimum of 000,000 and a maximum of 0,000,000 shares of our Series 1 Convertible Preferred Stock (the "Shares"). There is no public market for the Shares or any other securities of our company and no such market will develop as a result of this offering.

AN INVESTMENT IN THE UNITS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY PURCHASE OF THE UNITS. THERE IS NO PUBLIC MARKET FOR ANY OF THE COMPANY'S SECURITIES AND NO SUCH MARKET IS EXPECTED TO DEVELOP FOLLOWING THE PLACEMENT OF THE UNITS. SIGNIFICANT RESTRICTIONS ON TRANSFER WILL APPLY. YOU SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO WITHSTAND A TOTAL LOSS OF YOUR INVESTMENT.

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 

 

Number of
Shares Offered (1)

Offering Price

Selling
Commissions (2) (3)

Proceeds to
Company (4)

Per Share

---

$0.00

$0.00

$0.00

Total Minimum

000,000

$0,000,000

$000,000

$000,000

Total Maximum

0,000,000

$0,000,000

$000,000

$0,000,000

 

(1) We are offering a minimum of 000,000 and a maximum of 0,000,000 Shares at the price indicated. See "Terms of the Offering."

(2) Estimated total commissions based on 00% of the offering price of the Shares sold to investors. Excludes a non-accountable expense allowance of 0% of the proceeds of this offering and the value of a five-year warrant to purchase up to 000,000 additional Shares at a price of $0.00 per share to XYZ, Inc. (the "Placement Agent"). We also have agreed to indemnify the Placement Agent against certain civil liabilities, including liabilities under the Securities Act.

(3) The Placement Agent has agreed to offer the Shares on an agency and "best efforts" basis. The offering will be terminated if the minimum number of Shares is not subscribed for by October 20, 2009, unless sooner terminated or extended as provided herein. Funds paid by investors will be held in an escrow account and will be returned promptly if the offering is terminated. The minimum investment is $00,000, subject to our right to accept a lesser amount.

(4) Before deducting offering expenses payable by us, estimated to be approximately $00,000, and the non-accountable expense allowance payable to the Placement Agent of up to $00,000.


XYZ, Inc.
The date of this Private Placement Memorandum is _________________.

 

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