CIM Securities, LLC, ("CIM"), is the lead FINRA placement agent on a REG D 506c Offering ("Transaction") for an OTC Traded Public specialty food / farming company (code name: "PROJECT AGRICULTURE 2016"). The company's highlights include owning a property involved in agriculture and poised for rapid expansion trying to raise up to $3.5mm of working capital.
CIM is their lead investment banker placement agent on the deal and would like to show it to you but need to bring you "over the wall" to disclose this material non-public information to you to ensure you will not be trading the public traded stock or buying or selling any new shares in the Float while this Transaction is occurring until such time as a 8-K is filed showing the closing status of this Transaction.
Please reply with "I AGREE" to the terms of this email described below regarding our publicly traded reporting client ("Company") that will legally take you "over the wall" and puts you under a short form NDA and a legal binding "No Trading" Status with you now possessing Material Non-Public Information once you receive the ticker symbol and preliminary marketing documents and/or the PPM while this Offering is being conducted. Once received, I can send you the Executive Summary & PowerPoint Slide Deck as well as a PPM, if so desired.
If you would like access to the Data Room and Related Materials to view items like Projections and proprietary contracts and documents, CIM and the Company will need you to sign a Non Disclosure Agreement which is available in PDF version either now or at time of request.
If you would like to receive this Material Non-Public Information about this Transaction, I would be pleased to do so upon receipt of the "PIPE Acknowledgement" below and a signed NDA if you want to review their Data Room, proprietary information, as well as any financial projections which we can do under a Signed CIM Blanket NDA attached herein.
For clarification purposes, PIPE stands for "Private Investment in a Public Entity".
PIPE Acknowledgement & Confidentiality Agreement
Because this Transaction has not been disclosed to the public, once you are made aware of the Company's proposed Transaction, you will be deemed to possess material non-public information.
In order to provide you with the Company's name, Ticker Symbol, Preliminary Information Materials and PPM, we kindly ask that you agree to and acknowledge the following statements by Replying with the phrase "I AGREE" to this email which is binding you to the terms of this email communication:
- Upon receipt of the Company's name, I will possess material non-public information;
- If I benefit from either trading on or disclosing this material non-public information, it will be a federal securities law violation;
- I will not trade in any of the Company's securities until the information is publicly available; and,
- I will keep the transaction and materials in the Preliminary Materials and PPM confidential until final status of the Transaction it is made public by the Company though an 8-K announcement.
Once you reply, with an "I AGREE", I will send you the Executive Summary and Slide Deck with a cover memo and the ticker symbol. PPM is also available if you would like that along with the preliminary documents please so indicate on your REPLY email.
Lastly, if you work with a FINRA Broker Dealer – you should alert your Chief Compliance Officer and your Firms Trading Department immediately of this Transaction once I disclose the name and ticker symbol to you so it can be put on your "Restricted List" for compliance purposes and alert your Chief Compliance Officer that you are now in possession of such material non-public information.