Securities packages
Pick the package that matches where the raise is. If you don’t know, start with the Offering Posture Audit.
Offering Posture Audit
Right-size the legal posture for your raise. Find out which exemption you’re actually relying on, what filings are open, and what risk you’re carrying right now.
- Reg D 506(b) vs 506(c) vs Reg CF vs Reg A+ analysis
- Form D filing review and blue-sky map for every state where you have investors
- Accredited-investor verification process recommendation
- Investor-deck and outreach review for general-solicitation triggers
- Side-letter, MFN, and most-favored-nation exposure check
- Written memo with prioritized fix list
PPM + Subscription Stack
Bespoke offering documents for a Reg D 506(b) or 506(c) raise. Built around your business, not pulled off a shelf.
- Private Placement Memorandum (PPM) tailored to your business
- Subscription Agreement and Investor Questionnaire
- Form D drafted and ready to file
- Side-letter framework with MFN tracking rules
- Accredited-investor verification process documentation
- Investor due-diligence packet structure
- One round of revisions
Finder-Fee Risk Memo
For founders paying intermediaries to introduce investors. The line between a finder and an unregistered broker-dealer is thinner than most people realize.
- Review of your current finder or referral arrangements
- Broker-dealer registration risk analysis
- Section 3(a)(4) analysis and Issuer Exemption applicability
- State-by-state finder regulation map
- Recommended written agreement structure to limit exposure
- Memo deliverable suitable for board presentation
Who this is for — and who it isn't
This is for you if:
- Founders preparing or running a Reg D, Reg CF, or Reg A+ raise
- GPs running small funds or syndicates
- Operators paying finders, intros, or referral fees
- Startups with informal investor side letters that need cleanup
- Companies that have raised on SAFEs and need to convert into equity
This isn't for you if:
- Public-company SEC reporting (specialty firm work)
- Tokenized or crypto offerings without an existing legal structure
- Investment-advisor or broker-dealer registration matters (referred)
- Litigation or enforcement matters with SEC, DOJ, or FINRA
My approach
Securities work is mostly risk-mapping. The faster I see your offering structure, investor list, and outreach, the faster I can tell you what is actually exposed.
Send the materials
Pitch deck, current investor list, any existing offering documents (SAFE, convertible, subscription agreement), and the rough structure of the raise.
I run the analysis
Within 5-7 business days I deliver the audit memo or the PPM stack. You get a written deliverable, not a hand-wave.
You file or fix
Form D and blue-sky filings get done, side letters get cleaned up, and your accredited-verification process gets documented. I supervise or hand off, your call.
Recent client results
"Sergei spotted that we had drifted from a 506(b) to general solicitation territory in our outreach emails. Catching it before the next investor close saved us a real headache."— Series Seed founder, SaaS
"PPM came back tight, well-structured, and faster than the BigLaw quote I had been holding for two months."— Reg D 506(c) issuer
"Finder-fee memo was exactly what my board needed. Clear answer on what we could and could not do."— CEO, fintech kept raise on track
Why work with me
Sergei Tokmakov, Esq.
I have been a California-licensed business attorney since 2011, with a deep practice in startup formation, fundraising, and securities-adjacent work. I’ve helped hundreds of founders navigate Reg D, Reg CF, and Reg A+ raises, SAFE conversions, and the structural decisions that keep raises from becoming enforcement headaches.
I run my fees flat. The audit is $2,500, the PPM stack is $5,000, the finder memo is $1,500. No surprises.
Frequently asked questions
Are you a registered securities lawyer?
I am a California-licensed attorney and the securities work I handle is the issuer-side work that doesn’t require federal registration: exemption analysis, Form D filings, PPM and subscription drafting, side letters, and finder-fee structuring. SEC enforcement, broker-dealer registration, and reporting-company matters are referred to specialty firms.
Do I really need a PPM if I’m only raising from accredited investors?
A formal PPM is not required for a Reg D 506(b) raise to accredited investors only, but most issuers still use one because it documents disclosure, reduces 10b-5 fraud risk, and answers investor due-diligence questions in one place. For Reg D 506(c) (general solicitation), or any non-accredited investor, the disclosure requirement is much stronger.
What is "general solicitation" and why does it matter?
Reg D 506(b) prohibits general solicitation. If you publicly advertise the offering — including in pitch contests, X/LinkedIn posts, podcast appearances, or untargeted email campaigns — the exemption can be lost and you’re left with an unregistered offering. The audit catches this before it becomes an issue.
How do I know if my finder is actually an unregistered broker?
The Section 3(a)(4) factors look at compensation structure (transaction-based vs flat fee), regularity, the finder’s role in negotiating, and whether the finder is taking discretionary action. If your finder is taking a percentage of money raised and doing more than introductions, you may have a registration problem. The finder-fee memo walks through your specific arrangement.
Do you handle blue-sky filings yourself?
Yes for the audit and PPM packages I prepare and file Form D federally and the corresponding blue-sky notice filings in each state where you have investors. Filing fees are passed through at cost.
What if SEC or a state regulator sends a letter?
Initial response can be handled inside the engagement at $240/hour. If the matter escalates to a formal enforcement action, I refer to a specialty securities defense firm.
Related resources I've written
Startup Fundraising Legal Toolkit
Practical map of the offering stack: SAFEs, Reg D, Reg CF, Reg A+, finder-fee risk.
SAFE Note Conversions & Cap Table Construction
How SAFEs convert at the priced round and what it does to your cap table.
Securities Regulations for Investment Clubs
When informal "investment clubs" trip the registration requirements.
Finder Fees and Securities Law
The boundary between finder and unregistered broker-dealer.
Cap Table & Share Class Design
Common vs preferred, protective provisions, equity compensation.
Fractional Chief Legal Officer
For when you need ongoing legal leadership across more than just securities.
Get the offering posture right before you take the next investor.
The audit is $2,500 flat. You get a written memo, prioritized fix list, and a clean basis for deciding what to file, what to fix, and what to leave alone.