What Does a 506(c) Raise Cost All-In for $1 Million to $5 Million?
By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Reviewed October 21, 2026
Every cost, in one table
Worked example: a revenue-stage company raising $3 million from about 40 accredited investors under Rule 506(c), advertising publicly, without a broker-dealer.
| Item | Cost | Notes |
|---|---|---|
| Strategy, materials and documents (Growth Capital package) | $20,000 fixed | Diligence review, capital strategy, deck, executive summary, return scenarios, lawyer-reviewed term sheet, subscription agreement, questionnaire and risk factors, Form D, data room, mock investor sessions, 90 days of support |
| 506(c) extension | $5,000 fixed | For advertising the raise publicly |
| Private placement memorandum | $5,000 add-on | Usually expected by investors at this size |
| Accredited investor verification | About $50 to $100 per investor | Roughly $2,000 to $4,000 for 40 investors through an online service |
| Form D | $0 | Free to file with the SEC |
| State notice filings | Varies by state | Depends on where investors live |
| Marketing and advertising | Your budget | Landing page, ads, webinars, events |
| Financial statement review or audit | Varies | Not required by Rule 506(c); larger investors may ask |
| Broker-dealer (optional) | A percentage of capital raised, often plus warrants | Only if you engage one |
Fixed total in the example: about $32,000 to $34,000, or roughly 1.1% of $3 million, before state fees and marketing.
How the numbers move
- At $1 million or less, our Network Raise package ($15,000) replaces Growth Capital, so the fixed cost is lower in dollars but a higher percentage of the raise.
- At $5 million, the fixed costs barely change, so they fall well below 1% of the raise. Marketing usually grows with the target.
- More investors means more verification and more investor-relations time, which is why higher minimum investments reduce cost per dollar raised.
- A broker-dealer changes the economics most: their compensation is tied to the amount raised, so it is usually the largest single cost when one is used.
Costs founders forget
- Founder time. A 506(c) raise is a sales process. Expect it to take a meaningful share of the CEO's week for months.
- Investor relations after closing: quarterly updates, annual tax documents and a cap-table system.
- Corporate clean-up found during diligence: missing board consents, unsigned agreements, an outdated cap table.
- Ongoing state renewals and Form D amendments if the offering stays open more than a year.
How this compares
A Reg CF raise adds funding-portal fees, escrow and a required CPA review or audit. A Reg A+ raise adds SEC review, audited financials and ongoing reporting, which is why it rarely makes sense below several million dollars. Which exemption fits.
Related questions
Do you take a success fee?
No. Prepared to Raise charges fixed fees and does not solicit or introduce investors, so our fee is the same whether you raise $1 million or $5 million.
Is legal review included?
Offering documents are reviewed by securities counsel as part of every package. Your own company counsel may add a separate fee for corporate matters outside the offering.
Can I spend less by doing it myself?
On paper. The cost that matters is a raise that stalls because investors don't find it investable. Why raises fail.
Read next
Where to start
See our packages and add-ons, or start with a Readiness Assessment ($1,500, credited within 60 days).
Prepared to Raise is a service of Meraki Partners, LLC. This article is general information, not legal, tax or investment advice, and not an offer to sell or a solicitation to buy any security. Meraki Partners is not a broker-dealer, funding portal, investment adviser or law firm. Figures are as of the review date above.