FINRA Releases Modified Private Placement Filer Form

FINRA released a copy of its revised Private Placement Filer Form. FINRA will begin using the updated form on May 22, 2017.

As previously covered, the purpose of these revisions is to (i) eliminate questions on the form that have not proved to be as useful as anticipated, (ii) better clarify the intent of certain questions, and (iii) provide additional questions that will help FINRA better assess issues and risks associated with private placements.

According to FINRA Regulatory Notice 17-17, FINRA is revising several questions in the current form relating to information about participating members, issuers and offerings, and will add questions that address, among other things:

• the type of security being offered;
• the issuer’s capital raising within the preceding 12 months (excluding loans or investments by affiliates);
• the minimum investment amount for the offering;
• whether non-accredited investors will participate in the offering; and
• the registration exemption that the issuer is relying upon.

The offering information section also will eliminate certain questions about the use of a term sheet, independently audited financial statements, and independent directors.

The updated form can be found on pages 4-6 of the FINRA Notice.