By William Rosellini – To start a Reg D Private Stock Sale (or a Note Offering) one needs to map-out a ‘Return On Investment’ scenario (“ROI”) for potential investors, i.e., what they’re going to get in return for investing. Once that’s complete it’s time to draft the required disclosure documents, also known as a Private Placement Memorandum, or PPM. One of the most important pieces of this puzzle, and surprisingly one of the most inexpensive, is the government filings. To claim the proper exemption from securities registration, e.g., Regulation D Rule 504, or 506, one needs to file a Form D with the SEC, and then within the states where investment capital was received. The North American Securities Administrators Association, or NASAA, has provided an Electronic Filing Depository, a.k.a., EFD System. This system allows business owners to file Regulation D forms with the appropriate states.
In most states, within 15 days after receiving capital from investors, one needs to file a Form D using the SEC’s EDGAR system, which is their electronic filing system. After this federal filing, one can file the state required forms on the ‘Electronic Filing Depository‘ (“EFD“); however, this system is recognized by 44 states.
Note: Some states require filings to be done prior to approaching investors in their state.
The remaining six states that still require filings the old-fashioned way, which is, by fax, or snail-mail, are as follows:
• Florida (currently does not require a notice filing)
• New York
William Rosellini is the President of CytoImmune Therapeutics, Inc, a clinical stage biotechnology company. Previously, William Rosellini was the CEO of Perimeter Medical, Inc. (TSX:V “PINK”) where he oversaw 2 510K clearances, an RTO and $30M in capital raised. Prior to that William Rosellini was the CEO Nexeon Medsystems, Inc., (“OTC:QB, NXNN”)a medicaldevice manufacturing company that went public in 2017. Before that William Rosellini founded, raised $16M across A/B rounds and led Lexington Technology Group, LLC, a database company commercializing an electronic health record database solution to an exit (“DSS” NYSE). Before that William Rosellini founded Sarif Biomedical LLC, a stereotactic cancer microsurgery with IP spun-out of Medtronic and led company to an exit with Marathon Patent Group, Inc. (“MARA” NSDQ). William Rosellini subsequently served on the Marathon board of directors and chaired the Audit committee. William Rosellini completed 2 acquisitions to form Telemend Medical, Inc. a clinical engineering services company and led that company to an exit in 2016. William Rosellini was also CEO at Microtransponder, an implantable neurostimulation developer with solutions for stroke rehabilitation. William Rosellini is a former minor league pitcher with the Diamondbacks of the Arizona League, holds a JD, MBA, MS of Accounting, MS of Computational Biology, MS of Neuroscience and MS of Regulatory Science.