No NDA, no questionnaire, no PPM — gate every investor before your offering is visible.
Last updated June 2026
For a Regulation D private placement, how you let investors in is a compliance decision, not a convenience. Peony gates the PPM behind a signed NDA, a pre-qualification questionnaire, and email identity verification, acts as the secure intake for 506(c) verification evidence, and keeps a per-investor audit trail — so you scope access to protect your exemption and can prove what every investor saw.
Quick answer
- What it does: Requires every investor to accept your NDA and clear a pre-qualification questionnaire (plus email identity verification) before any PPM page is visible — and acts as the secure intake for 506(c) verification evidence.
- What it does not do: Peony does not certify that an investor is accredited. That determination is made by you or a third-party verification service (or a CPA, attorney, or broker-dealer letter). Peony holds and logs the evidence; your verifier makes the call.
- Why it matters: For 506(b), per-recipient gating keeps the raise inside its pre-existing-relationship perimeter so it doesn't become general solicitation. For 506(c), it keeps sensitive PII out of inboxes and in one logged room.
- Audit trail: Every acceptance, open, and submission is timestamped, attributed to the investor, and scoped to the exact PPM version — the antifraud-defensible record under Rule 10b-5.
- Pricing: NDA gating, pre-qualification, e-signatures, and analytics from $30/admin/month on Peony Business; Advanced NDA, dynamic watermarks, and granular permissions on Data Room ($52/admin/month).
How does investor gating relate to an accreditation-verification service?
They do different jobs and work together. A verification service makes the formal accreditation call; Peony is the secure room that gates access, intakes the evidence, and keeps the proof. Many issuers use both.
| Capability | Peony (gate + evidence room) | Verification service | Email + shared drive |
|---|---|---|---|
| Gate the PPM behind NDA + questionnaire | Yes — before anything loads | No | No |
| Certify accredited status | No — by design | Yes — issues the letter | No |
| Secure intake + log of verification evidence | Yes — one logged room | Within its own flow | No — PII scatters |
| Per-investor, version-aware audit trail | Yes — every open, by version | Verification record only | No |
| Live, watermarked financial model | Yes — interactive, controlled | No | No — flat file, no control |
What investor gating gives a Reg D offering
Four controls that turn distribution of the PPM into a defensible, exemption-safe process.
NDA + questionnaire before the PPM loads
Every investor accepts your NDA and clears a pre-qualification questionnaire before a single PPM page is visible. No acceptance, no access — the gate that keeps a 506(b) raise inside its pre-existing-relationship perimeter.
Secure verification-evidence intake
For a 506(c) offering, investors submit sensitive documents — tax forms, brokerage statements, CPA or attorney letters — to one access-controlled room instead of scattered email. Peony holds and logs the evidence; it does not itself certify accreditation.
Per-investor, version-aware audit trail
Every NDA acceptance, document open, and questionnaire submission is timestamped and attributed to a specific investor, scoped to the exact PPM version shown — the antifraud-defensible record of what each investor received.
Subscription agreements signed in place
Collect e-signatures on subscription documents inside the room (Business and above), tied to the same per-investor record — no separate signing tool, no broken chain of evidence.
"Ease of use, drag and drop capabilities, rapid response in support, and great service and value. It was easy to navigate throughout the platform as well as setting up our data room."
Joseph Garcia
Providence Water
Investor gating, NDAs, and 506(c) verification — answered
The honest version of how a data room fits a Reg D offering: it gates access, intakes evidence, and keeps the proof — your verifier certifies accreditation.
I'm running a Reg D 506(c) raise — does Peony verify that my investors are accredited?
No, and it's important to be precise about this. Peony does not certify accreditation — that determination is made by you or a third-party verification service (or via a CPA, attorney, or broker-dealer letter). What Peony does is make the verification workflow secure and defensible: it gates the room behind an NDA, a pre-qualification questionnaire, and email identity verification before the PPM is visible; it acts as the secure intake point for the sensitive financial documents an investor submits; and it retains a per-investor evidence trail of what was collected and when. 506(c) requires the issuer to take "reasonable steps to verify" accreditation — self-certification alone is not enough, and the SEC's March 2025 no-action letter added a high-minimum-investment-plus-written-representation path. Use Peony to hold and log the evidence; use your verifier to make the call.
We're a 506(b) issuer — how does gating help me avoid accidental general solicitation?
Rule 506(b) bans general solicitation and limits you to investors with whom you have a pre-existing, substantive relationship. A forwardable link or a public download page can be argued as solicitation that breaks the exemption. Investor gating makes access scoping the thing that protects you: each investor accepts the NDA and clears a pre-qualification questionnaire on a per-recipient link that isn't a public URL, so the PPM never sits behind an "anyone with the link" share. Your audit trail then shows exactly who was invited and what they saw — the record that demonstrates you stayed inside the exemption. Simple NDA gating starts on Peony Business ($30/admin/month).
What's the difference between Peony's investor gating and a standalone accreditation-verification service?
They do different jobs and work well together. A standalone verification service (such as VerifyInvestor or Accredd) makes the formal accreditation determination — it issues the verification letter. Peony is the secure room where the offering lives: it gates the PPM behind an NDA and questionnaire, takes in the verification evidence securely, signs subscription agreements, and produces the per-investor, version-aware audit trail proving what each investor received. Many issuers use both: the verification service to certify accreditation, and Peony to gate access, intake the evidence, and keep the defensible record. Peony does not replace the verifier — it surrounds the verification step with control and proof.
How do I prove later that a specific investor received the current PPM and the risk factors?
Through the per-investor audit trail. Every view, NDA acceptance, and document open is timestamped and attributed to a specific investor, scoped to the exact version of the PPM they were shown. If an investor later disputes what they received — or counsel or a regulator asks — you can produce a record showing that this person accepted the NDA, opened the current PPM, and spent time on the risk-factors section. Combined with current-version control (an investor can never be served a superseded PPM) and dynamic watermarks on the Data Room plan ($52/admin/month), the room becomes your contemporaneous evidence file under Rule 10b-5.
Can I require an NDA for new investors but skip it for ones who already signed a master confidentiality agreement?
Yes. Gating is configured per link or per group, so new prospective investors accept your NDA and questionnaire before viewing anything, while existing investors already under a master confidentiality agreement get direct access through their own links. Pair this with visitor groups to give accredited prospects, sophisticated non-accredited purchasers, and existing investors each their own permissions and disclosure tier within the same room. Per-group document isolation is a Business-plan capability ($30/admin/month).
Where does the sensitive financial PII investors submit actually go, and is it secure?
It goes into the same access-controlled room, not into email inboxes. Documents are protected with AES-256 encryption at rest and TLS 1.3 in transit on SOC 2 Type II certified infrastructure, and access is scoped so only the people who need to review verification evidence can see it. You get a retained, timestamped log of what each investor submitted and when. The point of investor gating for a 506(c) raise is to stop sensitive tax returns and brokerage statements from scattering across inboxes — keep them in one room with a defensible trail, and hand the accreditation determination to your verifier.
Can investors interact with the offering's financial model behind the gate, or only read a PDF?
They can interact with it. Peony renders your Excel model as a live, interactive spreadsheet right in the browser — the formulas compute, so an investor can change an assumption and watch the outputs move, essentially a Google-Sheets experience inside the room. For a fully bespoke model you can publish it as an HTML artifact that runs live in the viewer. Both stay behind the same gate and wrapped in dynamic watermarks (Data Room, $52/admin/month), screenshot protection, and instant revoke — so the model is interactive but never leaves your control, and there's only ever one current version in the room.
How much does investor gating cost?
Simple NDA gating, pre-qualification, e-signatures, and analytics start on Peony Business at $30/admin/month. For a serious offering, the Data Room plan ($52/admin/month) adds Advanced NDA (signed PDF + audit trail per investor), dynamic watermarks, screenshot protection, granular per-file permissions, and single-viewer instant revoke — with unlimited rooms and unlimited storage, so a multi-investor raise that stays open for months isn't metered against you. Peony does not charge per investor, per document, or per acceptance.
Related features
NDA Gating
Require every investor to accept your NDA before any folder, file, or PPM loads.
Visitor Groups
Wall accredited prospects, sophisticated purchasers, and existing investors into separate tiers.
E-Signatures
Collect legally binding signatures on subscription agreements without leaving Peony.
Watermarks
Stamp every page of the PPM and exhibits with the viewer's identity, on Data Room.