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A Kavanah Course — Free · 5 modules · Intermediate
Fifteen lessons on the licence for placing private offerings, taught from Regulation D and the rules themselves.
A complete preparation course for the Series 82, the narrow FINRA licence that permits a representative to effect sales in a primary offering not involving a public offering. It covers the exemption framework the whole private market rests on — Regulation D, Regulation A, Regulation S, crowdfunding, the intrastate rules and the resale exemptions — then the work itself: distributing an offering, the reasonable investigation a firm owes before recommending one, what may be said while selling it, and the customer, disclosure and record obligations that follow. Every claim is traced to the rule behind it, and where FINRA's own 2020 content outline has gone stale, the current text is what is taught.
An Introduction
What this course covers, how the exam is weighted, and how to use it.
The private markets are not a sideshow to the public ones. On the SEC's own figures, Regulation D offerings raised 2.4 trillion dollars in 2025 across more than thirty-four thousand offerings, while registered initial public offerings raised seventy billion. That larger market has no exchange, no analyst coverage, no continuous disclosure and usually no way out, and the people who distribute it hold a licence built for that one job. The Series 82 is that licence, and this course is about the body of law it rests on.
Fifteen lessons across five modules, built against FINRA's published content outline for the exam. Each lesson cites the primary sources behind its claims — the Code of Federal Regulations, the Securities Act and the Investment Company Act, the FINRA rulebook, and FINRA's own regulatory notices — rather than a second-hand summary of them.
That sourcing changes what the course can tell you, and this exam is an unusually good demonstration of why it matters. FINRA's Series 82 content outline dates from 2020 and still titles Rule 504 with a five-million-dollar cap that was raised to ten million in 2021. The statute behind Regulation Crowdfunding still says one million dollars while the rule says five. Rule 506(b)'s purchaser limit is now expressed per ninety-day period. FINRA's continuing education regime changed shape in 2023, and the exam retake waiting periods are, as this is written, mid-change — filed, effective as a rule, and not yet in effect for candidates. A course written from summaries repeats all of that wrong.
What this course is not: it is not affiliated with, endorsed by or produced in cooperation with FINRA, the SEC, NASAA or the MSRB, and it contains no actual exam questions.
FINRA publishes the item allocation and it is lopsided. Function 1 — seeking business from customers and potential customers — carries 25 of the 50 scored items, a full half of the exam. Function 3, on information, recommendations and records, carries 13. Function 2, on opening accounts, carries 9. Function 4, on processing transactions, carries 3.
So this course gives eight of its fifteen lessons to Function 1: four on the exemption framework and four on distributing an offering. Three lessons cover customers and recommendations, two cover the licence and the exam, and two close with transactions, records and a study plan.
That allocation is the single most useful piece of information a candidate has. Half this exam is a question about which exemption applies and whether its conditions were met. A candidate who knows Regulation D cold and can tell an accredited investor from a qualified institutional buyer from a qualified purchaser has secured a large share of the paper before answering anything else.
Read in order. The modules build: the distribution rules in Module 3 assume the exemptions in Module 2, and the recommendation standard in Module 4 assumes the due diligence obligation in Module 3.
The whole course is about three hours of reading, which is a fraction of the study time the exam requires. The rest is practice questions and one thing this course asks of you that most do not: read the rules themselves. The Series 82 syllabus is small enough that this is realistic, and it is where the exam's questions actually come from. Regulation D is nine rules and you can read all of them in an evening. Every citation here links to the text.
One prerequisite to settle early. The Series 82 requires a sponsoring FINRA member firm to request it on a Form U4, so it needs a job first. The SIE co-requisite does not — anyone eighteen or over may sit it without sponsorship. If you are reading this without a sponsor, the SIE is the half of the credential you can go and earn now.
Lesson 5.2 turns the whole syllabus into a four-week plan, with a Kavanah-in-practice block for running it as real work.
Every rule in this syllabus was written after something went wrong, and in the private markets what went wrong was usually that somebody sold an investment nobody had checked to somebody who could not afford to hold it. The reasonable investigation, the honest communication and the real assessment of whether this customer should own this thing are the whole of the investor protection in a market with no exchange. That is what the licence is for, and it is what the exam is really testing.
Module 1
What you may sell, and how the paper is built
2 lessons · ~20 min
The Private Securities Offerings Representative registration and what it permits and excludes, the comparison with the Series 7, the SIE co-requisite and the qualification clocks, and the exam's structure, weighting and scoring.
Module 2
Half the exam, and the foundation of the whole market
4 lessons · ~54 min
Section 5 and the difference between an exempt security and an exempt transaction, Regulation D in full, the accredited investor, qualified institutional buyer and qualified purchaser definitions, and the other routes out of registration including the resale exemptions.
Lesson 2.1 · 12 min
Registration, and the Logic of Exemption
Section 5, the two kinds of exemption, and why the burden is on the person claiming one
Start lesson
Lesson 2.2 · 15 min
Regulation D
Rules 500 through 508, and the difference between 506(b) and 506(c)
Start lesson
Lesson 2.3 · 13 min
Accredited Investors, QIBs and Qualified Purchasers
Three tests, three jobs, and the one you will be asked to verify
Start lesson
Lesson 2.4 · 14 min
Exempt Offerings Beyond Regulation D
Regulation A, Regulation S, crowdfunding, intrastate — and how anyone ever gets out
Start lesson
Module 3
The mechanics, the investigation, the marketing and the filings
4 lessons · ~53 min
Commitment structures and the contingency and escrow rules, the reasonable investigation a firm owes and what a private placement memorandum contains, the communication rules and general solicitation, and the Rule 5122 and 5123 filings and prohibited compensation.
Lesson 3.1 · 13 min
The Placement Agent and the Selling Group
Best efforts, contingencies, escrow, and where the spread goes
Start lesson
Lesson 3.2 · 14 min
Due Diligence and the Private Placement Memorandum
The reasonable investigation, the red flag, and why the issuer's word is not enough
Start lesson
Lesson 3.3 · 13 min
Communications and General Solicitation
What may be said, to whom, and the marketing that destroys an exemption
Start lesson
Lesson 3.4 · 13 min
Filings, Finders and Prohibited Compensation
Rules 5122 and 5123, the issuer's own people, and selling away
Start lesson
Module 4
Knowing the customer, and the best interest standard
3 lessons · ~39 min
The account record and the documents that authorise and evidence an exemption, Regulation Best Interest and what remains of suitability, the investment profile and concentration analysis, and the disclosure of risk, cost and conflict.
Lesson 4.1 · 13 min
Opening a Private Placement Account
Know your customer, the documents that authorise, and the file that proves the exemption
Start lesson
Lesson 4.2 · 14 min
Best Interest and the Investment Profile
Regulation Best Interest, what replaced suitability, and the concentration problem
Start lesson
Lesson 4.3 · 12 min
Disclosure, Risk and Conflicts
Fair and balanced, the risks a private security carries, and saying what you are paid
Start lesson
Module 5
After the customer says yes, and after you pass
2 lessons · ~25 min
Processing and settling a subscription, confirmations, the books and records retention periods, complaint handling and the reporting and arbitration obligations, and a four-week study plan.