Form C – Everything You Need to Know
Form C is a critical step in the crowdfunding process for all companies raising under Regulation Crowdfunding. Form C is a disclosure document that is filed with the SEC prior to launching your campaign. Many founders are intimidated when they hear they must file with the SEC to raise; however, this process is really put into place to protect you and your investors. So, don’t be intimidated!
The Purpose of the Form C
Form C is a document that must be submitted to the SEC prior to launching your crowdfunding campaign under Regulation Crowdfunding. The document discloses the terms of your campaign and background into your company’s business. This form is required for many reasons, however three really stand out:
1. Provide Investors with Sufficient Information
One of the SEC and PicMii’s priorities is providing investors with sufficient information to make an educated decision to invest in an offering or not. This starts with Form C. Investors can find a wide range of information regarding a company and their offering on this form, which gives them everything they need to decide if they would like to participate in the campaign.
2. Protect Companies from Future Complaints
Form C protects companies from complaints alleging they did not provide enough information regarding their offering by standardizing what is required to be disclosed by companies raising under Regulation Crowdfunding. Without Form C, companies would be left guessing what information to provide to investors, which would lead to ambiguity in the space. Luckily, Form C solves this issue and provides companies with an outline of required information to be disclosed to all investors.
3. Document the Original Terms of Your Offering
One of the items disclosed within the Form C is the terms of your offering, which will also be outlined within your subscription agreement. This is especially important because it provides a basis from which any future updates must be disclosed. If any terms of the offering changes or a new executive officer announced, you must file an amendment to your Form C. This amendment is known as Form C/A and its purpose is to notify investors of any critical changes to the offering. In addition, you must file updates using Form C/U once your campaign reaches 50% and 100% of your funding goal.
What is Included In the Form C?
To put it simply, Form C includes a lot of questions. With the goal of providing as much information as possible to investors, it should be no surprise that the SEC requires a wide range of information be submitted. The following list includes the bulk of what is required in Form C:
1. General Offering Information
The first section of Form C focuses on general information regarding a companies offering. This section begins with the most simple information such as the name of your firm, how your company is incorporated, and your company address. It then requires some information regarding the intermediary you will be conducting your offering through (That’s Pocket Properties App!). We summarize this information below to make this section easy for you:CIK number of intermediary: TBA SEC file number of intermediary: TBA CRD number: TBA Lastly, this section includes specific information regarding your offering. This includes the type of security you are offering, target number of securities to be offered, price (or method for determining price), target offering amount, if over subscriptions will be accepted and, if so the maximum offering amount, and the deadline to hit the funding goal.
2. Financial Information
Form C also requires financial information from your company. This includes providing information on the following for the most recent fiscal year-end and the prior fiscal year-end: Total Assets, Cash and Cash Equivalents, Accounts Receivable, Short-term Debt, Long-term Debt, Revenues/Sales, Cost of Goods Sold, Taxes Paid, and Net Income.Companies must also provide financial statements for the two most recently completed fiscal years. These financial statements may be certified by the principal executive officer of your company if raising less than $107,000, however if raising more than $107,000 financial statements must be reviewed by a public accountant that is independent of the issuer and must include a signed review report.
3. Document the Original Terms of Your Offering
One of the items disclosed within the Form C is the terms of your offering, which will also be outlined within your subscription agreement. This is especially important because it provides a basis from which any future updates must be disclosed. If any terms of the offering changes or a new executive officer announced, you must file an amendment to your Form C. This amendment is known as Form C/A and its purpose is to notify investors of any critical changes to the offering. In addition, you must file updates using Form C/U once your campaign reaches 50% and 100% of your funding goal.
