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PPM
(Private Placement Memorandum) Submission
Important: Please read all sections of the inception, LLC process completely before submitting your
PPM. The guidelines for submitting your PPM for review are as follows:
- Create a written PPM. We require a written PPM (<100 pages in total) to fully evaluate an
investment prospect. The PPM should include the following sections:
- SEC disclaimer
- Name of Company
- Share price evaluation
- Date of Share subscription
- Subscription Amount
- Introduction to the PPM
- Name of potential investor and unique number identifier
- SEC non-registered notices
- Table of Contents
- Summary of Private Placement Memorandum
- The Company – Description of company and products
- Market – Target market description
- Competition – Overview of primary competitors
- Location & Facilities – Overview
- Management/Personnel – Name and Title
- Summary Description of Securities Offered
- Securities Offered
- Shares Offered
- Price per Share
- Common Shares Outstanding before the Offering
- Common Shares Outstanding after the Offering (Minimum / Maximum)
- Use of Proceeds
- Summary of the Terms of Offering
- The Offering
- Minimum Investment
- Closings
- Suitability
- Subscription Agreement
- Shareholders Agreement
- Risk Factors
- Risk Related to Business
- Risk Related to Industry
- Risk Related to the Offering
- Use of Proceeds
- Dividend Policy
- Capitalization
- Dilution
- Balance Sheet
- Projections in the Business Plan
- Business
- Description of the Business
- Legal Proceedings
- Management
- Executive Officers and Directors
- Board of Directors
- Board of Advisors
- Compensation of Directors and Board of Advisors
- Executive Compensation
- Stock Option Plan
- Limitation of Liability of Directors and Officers
- Principal Stockholders
- Description of the Securities (Series A Convertible Preferred)
- Voting
- Conversion
- Liquidation
- Dividends
- Issuance of other Series of Preferred Shares
- Shareholders Agreements
- Description of the Other Classes of Shares
- Capital Stock
- Voting
- Dividends
- Liquidation
- Issuance of Other Series of Preferred Shares
- Restrictive Share Transfer Agreements
- Tax Considerations
- Terms of the Offering and Investor Suitability Standards
- The Offering
- Private Placement
- Investor Qualifications
- Subscriptions
- Underwriting
- Legal Matters
- Available Information
The PPM should clearly indicate what factors lead to a sustainable competitive
advantage that differentiates the business, including the fundamental
value proposition for the customer and any channel partners.
- Include an Introduction to the PPM. The first few pages of the PPM should summarize the
entire PPM. The Introduction should contain summary financial information.
- E-mail the PPM if possible. Send it to
info@inceptionllc.com. This allows all of our principals
to have access to the business plan for review. Please scan your file for viruses before sending
it to us.
- Send two hard copies to our office. Mail the copies to inception, LLC, 7820 Innovation Blvd,
Indianapolis, IN 46278, Attn: PPM.
- Be Patient, Follow-up via E-Mail. We typically review a PPM within 10 business days of receipt,
but sometimes it takes longer; feel free to follow-up via e-mail.
Terms of Preliminary Business Discussions
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