There is a simple legal answer to your question: this type of behavior that you and your colleague are discussing is an illegal solicitation under the law. Note, that I’m assuming that people you are contacting are not accredited investors. If the people that you are contacting are not accredited investors, you don’t have an exemption under the SEC’s interpretation of the law. It’s irrelevant whether or not you have a pre-existing relationship with anyone and irrelevant whether or not you have a PPM or term sheet present in the discussion. Your intent is to solicit investment and that’s sufficient to be considered an offering.
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