This Note describes the process for conducting a private placement of securities from the decision to seek financing to the completion of a transaction and summarizes some commonly used exemptions from registration used by issuers of unregistered securities. This Note discusses choosing the type of offering, finding and qualifying prospective investors, negotiating the terms of the offering, preparing and delivering the private placement memorandum, completing the subscription documents, and closing the offering. In addition, the Note discusses recently enacted exemptions for smaller companies.