The filing of a Form C kicks off a regulation crowdfunding (Reg CF) raise. The Form C lists important information about the terms of the raise and provides important information about the company and the investment opportunity. Form Cs are publicly accessible through the SEC’s website and are required to be submitted before soliciting investments.
Parts of a Form C
The business overview is similar to a business plan, but shorter and more basic. Think of this like what the company currently does and what it plans to do in the near future.
Investors want to know who is involved behind the scenes of the company. Have bios for the leadership team, specifically officers and directors, with roles and responsibilities and prior work histories.
All investments are risky, and when proposing an investment opportunity in a Form C, investors need to fully understand the potential risks of making an investment in the company. Outline risks specific to your company, industry, and the securities being offered must be disclosed. Examples include if the company is pre-launch or pre-revenue, operating in a highly competitive industry, or has a very targeted audience base.
Considered a key section, the financials section should outline ownership, capital structure and rights, reviewed financial statements and projections, previous financing, use of proceeds from the capital raise, and how the offered security is structured.
Ownership, Capital Structure and Rights
Companies must disclose individuals that have more than 20% voting power in the company. In addition, the securities already issued by the company and how those securities may affect the securities to be offered must be discussed, like if some shares are non-voting common stock while others are voting common stock or how the issuance of additional stock may dilute the securities to be issued after the Reg CF closes.
Form Cs also are required to contain the most recent two years of financial statements to show investors past performance, current capital sources, and provide context around the data, like if the company is pre-revenue.
Past financing includes details of any other securities offerings conducted in the previous three years. Outlining how previously raised funds were utilized to meet goals can provide insight to investors on how the current funds may be used.
Use of Proceeds
Finally, investors want to see how the company is going to use the capital raised in the crowdfunding round. Allocate dollar amounts and percentages to efforts like hiring, research and development, sales and marketing, or opening new facilities.
After a Form C has been filed to begin the equity crowdfunding raise, there are certain subsequent filings that may need to also be filed with the SEC.
Form C/As are filed when amending, or making any changes to the previously filed Form C. This could be adding a video, fixing a typo, or other changes. If the amendment is “material”, meaning it is a substantive change that an investor should consider when deciding to make or maintain an investment commitment, any investments made before filing the C/A must be reconfirmed with five business days or the investment is canceled.
Form C-U & Form C-W
Form C-Us are progress updates of the crowdfunding raise. They allow the issuer to provide the required updates after reaching 50% and 100% the target offering amount and must be filed when the raise concludes. A Form C-W must be filed if a company decides to withdraw the offering before the raise concludes. Should this happen, all investments must be cancelled, and any funds received by the company returned to investors.
Form C-ARs are annual reports for issuers who have previously sold securities in a regulation crowdfunding offering. The annual reports are required to be submitted within 120 days of the end of the fiscal year following a Regulation Crowdfunding close. They generally contain disclosures similar to a Form C like business overview, team, financials, etc., but a company does not need to discuss the securities being sold.
Putting It All Together
This is a summarized overview of what a Form C should include. More detailed information and instructions can be found with the SEC’s Form C template. Form C template. Form Cs are required when beginning a regulation crowdfunding raise, and they provide important information to investors about the company and investment opportunity so they can make informed decisions about making an investment. Businesses seeking to raise capital through Reg CF should ensure they have all the required components of a Form C, or even seek expert advice when completing the document. Think you’re ready to file your Form C? Fill out the form on our website to apply to raise funds on MicroVentures.
The information presented here is for general informational purposes only and is not intended to be, nor should it be construed or used as, comprehensive offering documentation for any security, investment, tax or legal advice, a recommendation, or an offer to sell, or a solicitation of an offer to buy, an interest, directly or indirectly, in any company. Investing in both early-stage and later-stage companies carries a high degree of risk. A loss of an investor’s entire investment is possible, and no profit may be realized. Investors should be aware that these types of investments are illiquid and should anticipate holding until an exit occurs.