Private Placements

KSTechLaw (Khurdayan PLLC) helps US and international clients engage in private placements securities and investment contracts in the United States. Our attorneys represent a wide range of clients in all kinds of private placements, providing comprehensive services throughout the offering process.

Generally, we help our clients navigate private placement exemptions in order to steer clear of the complex and costly securities registration requirements. Our attorneys provide expert guidance on many different types of private placement transactions and offer comprehensive services throughout the fund placement process.  

Securities Registration & Private Placement Exemptions

Before a security may be offered or sold in the US, it must be registered with the Securities and Exchange Commission (SEC) or qualify for an exemption. Registering a security is a costly and time-consuming process. But if an exemption applies to an offering, then it does not need to be registered.

One type of exemption commonly relied on is an exemption for private placements. In a private placement, the issuer of a security raises a limited amount of capital, sells to a limited number of investors or sells only to accredited investors.

The requirements for private placements are less onerous than those for registered offerings but are requirements nonetheless. Failure to comply with them could cause an offering not to qualify for the private placement exemption, rendering the issuer strictly liable for its violation of the general registration requirement.

Providing Expert Guidance in All Kinds of Private Placements

Our Firm represents a wide range of clients – from real-estate developers to family offices and funds, to international businesses seeking to enter the US market, to blockchain startups raising capital through ICOs and STOs, and more. Our lawyers work closely with each client to thoroughly understand the client’s circumstances and goals, developing a solution that is uniquely tailored to that client’s needs.

Leveraging years of experience structuring and implementing private placement offerings, our attorneys offer expert guidance in all kinds of private placements, including those involving token-generation events (also known as ICOs or STOs), real estate, investment funds, lending and finance.

Offering Comprehensive Private Placement Services

Although private placements eliminate the need to register an offering with the SEC, qualifying for a private placement exemption still requires careful compliance with US securities laws. Our attorneys work with our clients at every step in the private-placement process, developing an optimal strategy and seeing it through to completion.


  • Determining the appropriate sales structure and exemption for each client’s unique requirements;
  • Preparing a comprehensive private placement memorandum that describes the securities and the terms on which they are being offered, informs prospective investors of the risks in acquiring the securities and explains how investors can participate in the offering;
  • Drafting a purchase or subscription agreement, investor questionnaires and other offering documents;
  • Reviewing arrangements between our clients and third parties in connection with the offering, such as agreements with brokers, consultants and marketing agencies;
  • Assisting clients in conducting thorough and effective AML/KYC checks and investor verifications;
  • Preparing and filing any necessary documents with the SEC, such as a Form D for private placements under Regulation D.

Contact Us to Learn More About Our Private Placement Services



Represented blockchain-based marine navigation service with AI capabilities in the process of raising capital via a TGE from US and non-US investors through Regulation D and S offerings, including preparing private placement documents for the launch of the TGE and providing guidance regarding the process of investor accreditation and AML/KYC checks

Represented company in structuring STO for raising capital to develop renewable energy farms and data centers in the US and abroad through Regulation D and S offerings, including preparing the private placement memorandum (PPM) and subscription agreements

Represented B2B / B2C blockchain freelance platform in the process of raising capital through Regulation D and S offerings to US and non-US investors, including reviewing and analyzing white paper and the project, preparing private placement memorandum (PPM) and subscription agreements and providing guidance regarding the process of investor accreditation as well as AML/KYC checks and filing Form D with the SEC

Coordinated creation of legal, marketing and private placement documents for a diamond fund (US/Cayman master feeder structure) focused on enhancing the value of an existing collection of rare colored diamonds and acquiring new diamonds

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