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Confidential Private Placement Memorandum
Sample Private Placement Memorandum 3
DRAFT Copy No. _________
CONFIDENTIAL 022409- Draft MSI / PPM
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
1,000,000 SHARES OF COMMON STOCK
$5,000,000
Meridian Sciences, Inc., a Nevada Corporation (“MSI”, or the “Company”), is offering 1,000,000
Shares of its authorized voting common stock (“the Shares”) to qualified investors at a purchase
price of $5.00 per Share (the “Offering”).
The minimum subscription is 5,000 Shares ($25,000),
unless the Company, in its sole discretion, elects to accept subscriptions for fewer Shares.
THE SHARES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”) OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON ONE OR MORE SPECIFIC
EXEMPTIONS FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS THEREOF. NEITHER THE
SECURITIES AND EXCHANGE COMMISSION, NOR ANY OTHER FEDERAL OR STATE AUTHORITY HAS
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF
THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Investors Offering Fees (1) Net Proceeds (1),(2)
Per Share
$5.00 $0.50 $4.50
1,000,000 Shares
$5,000,000 $500,000 $4,500,000
(1) The Company may pay fees to bona fide finders of up to 10% of the Gross Proceeds ($5,000,000, if fully
subscribed) of this private placement; however, finders may also be paid additional fees in the form of cash, common
stock and/or warrants to purchase common stock, and be collectively allowed accountable expense reimbursements of
up to $20,000, all of which to the extent incurred will reduce the Net Proceeds realized by the Company. In addition,
the Company may elect in its discretion to selectively discount the purchase price per share to any purchaser, based
on size of a subscription, timing of purchase, and other factors deemed to be relevant by the Company.
(2) Also, the Company estimates it may incur up to $20,000 of legal and accounting expenses and $10,000 of
promotional expenses in connection with this private placement.
(3) No minimum number of Shares must be sold in order for the Company to accept any subscription. All accepted
subscription funds will be immediately available for Company purposes without impound or escrow.
Meridian Sciences, Inc.
848 N. Rainbow Road
Las Vegas, Nevada 89107
Tel: 760.436.1426
Dated as of February 24, 2009
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