Prepare the Convertible Notes. The offering goes live on Manhattan Street Capital, market the offering, raise capital with the Convertible Notes. The issuer company is allowed to give discounts to early investors and during the offering gradually reduce these discounts. Reg D investors have to be accredited, but non-US investors can invest via Reg S which allows non-accredited investors as well.
Start the Token and Smart Contract development using the capital flowing in from the Convertible Notes.
The Tokens are functioning and they are ready to be issued to Note owners.
File the Form D with the SEC (Form D is a filing that does not require you to wait for SEC Qualification). When the Tokens are ready the Note owners become Reg D and Reg S investors. The Tokens are not liquid at this point, the investors must hold them at least for a year. (The holding period must be coded into the Token.)