Understanding the Form C
When you launch a Regulation Crowdfunding campaign for your company on StartEngine (or any other registered funding portal), you’ll need to file a disclosure document known as a Form C with the SEC.
This offering document is required in order for your company to raise money via Regulation Crowdfunding. Your campaign can’t launch without it. It’s a critical component of your raise, which is why it’s important for you to understand what a Form C is and how potential investors will use it.
What is a Form C?
A Form C is the document that discloses in detail the terms of the offering, the company’s business and any and all important related information. It’s a resource to help potential investors to evaluate whether or not to invest in your company.
As you can see from looking at a blank Form C, it’s a long document with many fields. Your Form C will include key information about your company and offering, like background on the co-founders, the company’s business model, the price of shares, the goal amount the company seeks to raise, and other basic financial information (more on this below).
You will also need to detail the risks associated with your industry and, more specifically, your company, as well as how you plan to use the money you raise.
If you make any significant updates to your campaign after your raise has started – like changing the terms of the offering or announcing a new executive officer – you must file an amendment to your Form C, known as a Form C/A, to notify potential investors about the new information. Additionally, you will need to file updates to your Form C by way of a Form C/U after reaching both the 50% and 100% milestones of the company’s target raise and a Form C-AR annually.
What’s in a Form C?
Here are some of the key elements that will be included in your Form C. For examples of how these look in live campaigns, check out the many existing campaigns on StartEngine to see how it’s done.
Business Overview
Think of this as a simplified business plan. Investors want to understand what your company does and what your plans are for the near future.
Team
In this section, you’ll provide brief descriptions of your leadership team, including roles and responsibilities, as well as a three-year work history.
Risk Factors
This is one of the most important sections on the Form C. In this section, you will detail risks with enough depth that potential investors can fully understand the risks that come with investing in your company. Risks should be specific to your company and industry.
Some examples include risks related to pre-launch or pre-revenue companies, a limited product or service in the business, operating in a highly competitive industry.
Financials
Another key section of your Form C is your financial information. Here’s some of what you will include here:
Ownership, Capital Structure & Rights
You’ll list all individuals that have more than 20% voting power in the company, as well as how those voting shares are different from the shares you are offering to potential investors, if there are any differences. For instance, some companies offer non-voting common stock while existing shareholders hold voting common stock.
Financial Statements, Financial Condition, Material Indebtedness
You’ll also provide context on the two year financial statements attached to your Form C to give investors an idea of how your company has performed in the past, the reasons behind the year to year change, current capital sources, and/or any intention or needs to raise additional money in the future.
Recent Offering of Securities
This is the place to list any other securities offerings from the past 3 years. Examples include a previous Regulation Crowdfunding campaign,a Regulation A+ offering, or your family and friends round.
Valuation
The company’s management must determine the company’s overall worth to properly price the shares to be offered in the raise. You would need to consider a variety of factors, such as current financial performance, IP ownership, contracts with third parties, comparable companies in the same industry, to name a few. There is no one set formula, but you should present an explanation for how you set your valuation that the average investor can understand.
Use of Proceeds
In this section, you will explain how you will use the money raised from your Reg CF campaign, providing exact numbers or percentages.
How Do Investors Read a Form C?
Investors will rely on your Form C and the associated “Offering Details” document to get a clear picture of the business. These two documents can provide investors with insight into the inner workings of your business and its actual financials—details that aren’t covered in the campaign page that tells your story.
While the Form C is time-intensive and fact-based, it can serve two major purposes. It can protect the company from any future investor complaints, and it can be a marketing asset. It’s one of the main sources of information about your company that potential investors will examine, making it another opportunity to market your business (and it may make the process of filling out the Form C more enjoyable too).
Keep in mind that investors understand the types of early-stage companies on StartEngine are inherently riskier than other asset classes, like public equities or bonds. Don’t be afraid to be transparent about the risks and unknowns with your business model; instead, present the details of your business confidently along with your plans for the future and the growth opportunity your business presents. You want investors on your cap table who understand your business and believe in your mission.
Conclusion
The Form C is a critical document to the formation and launch of your Regulation Crowdfunding campaign. Take the proper time to fill it out thoughtfully, and be as transparent and informative as possible.
At StartEngine, we’ve integrated the Form C into our onboarding process, allowing you to populate the form by answering a set of questions in a simple step-by-step process, essentially building your Form C for you as you set up your campaign. We also have experienced on-boarding managers to assist you along the way!
