EDUCATION CENTER

Form C is the SEC filing an issuer must prepare and file on EDGAR before accepting any investments in a Regulation Crowdfunding (Reg CF) offering. It’s the public, baseline disclosure for the raise. Once filed, the same information must be posted on the intermediary’s (funding portal or broker-dealer’s) offering page and kept current via amendments if anything material changes (Form C/A). After a successful raise, ongoing updates happen on Form C-AR (annual report), C-TR (termination), and C-U (progress updates in limited cases).

What’s included in a Form C (contents checklist)

1) Issuer identity & background

* Legal name, entity type, formation jurisdiction, principal office address, website;

* Officers, directors, and key control persons (names, positions, business experience);

* Beneficial ownership: principal shareholders and % ownership (pre-offering).

2) Business & plan

* Plain-English description of the business, products/services, market, and strategy;

* Material factors that make the offering speculative or risky (risk factors);

* Company’s financial condition (“MD&A”-style discussion appropriate for small issuers): liquidity, cash runway, known trends/uncertainties.

3) Offering terms

* Target offering amount, deadline, and whether oversubscriptions will be accepted (and how they’re allocated);

* Minimum investment amount;

* Price of the securities and the method for determining the price/valuation (e.g., priced equity, SAFE/convertible, debt);

* Type and key terms of the security (rights, preferences, conversion, interest/maturity for debt);

* Use of proceeds (with categories and any contingencies);

* Offering caps/limits applicable under Reg CF (do not need to restate dollar thresholds; just disclose compliance).

4) Intermediary & payments

* Name of the intermediary (funding portal or broker-dealer) hosting the offering;

* How and when investors can cancel commitments; timing of closing(s) or rolling closes;

* Where investor funds are held prior to closing (escrow/agent), and release/return conditions;

* Intermediary compensation (cash and any securities) and any other offering expenses.

5) Company securities & capitalization

* Capital structure before and after the offering (summary cap table);

* Description of outstanding securities (common, preferred, SAFEs/convertibles, options/warrants) and rights;

* Dilution discussion (how this offering could affect existing holders and future rounds).

6) Related-party & prior transactions

* Material related-party transactions (officers, directors, 20% owners);

* Prior exempt/public offerings in the past 3 years relevant to understanding the company’s financing history.

7) Bad-actor & compliance statements

* Bad-actor disclosure confirming no disqualifying events (or describing any covered events and any waivers);

* Legends and investor notices required by Reg CF (e.g., resale restrictions, investment limits apply to non-accredited investors, etc.).

8) Financial statements & footnotes

* U.S. GAAP financial statements for the most recent fiscal year (and sometimes the prior year), with the level of assurance tied to the size of the raise:

* Issuer-certified, CPA reviewed, or Audited;

* Notes to the financials and a brief narrative of significant accounting policies;

* If the financials are “stale” beyond allowed age, include interim updates.

9) Exhibits & attachments

* Copies/summaries of key governing documents as needed to understand the security (e.g., form of SAFE, note, investors’ rights);

* Any material contracts essential to the business that are referenced in the narrative;

* Intermediary educational materials acknowledgement (investors see these on-platform; the issuer references the process).

10) If using a Crowdfunding Vehicle (CFV/SPV)

* Required disclosures about the vehicle, its fees/governance, how it votes, and how it holds the issuer’s securities.

11) Signatures & acknowledgments

* Authorized signatory certification that the information is true, complete, and not misleading;

* Filing & maintenance (nuts and bolts);

* File on EDGAR (Form C) before taking any investments; then post the same info on the offering page;

* Amend if material information changes (Form C/A). Investors may need to reconfirm after material updates;

* Progress/closing notices as required by rule (limited use of Form C-U);

* Annual report (Form C-AR) every year after a successful raise until a termination condition is met, then Form C-TR to end reporting.

You can raise either equity-based or revenue-based funding. Equity-based crowdfunding offers investors a stake in your company, while revenue-based crowdfunding allows them to earn a percentage of your business’s revenue over time.