BizTech Law Blog

The SEC Crowdfunding Proposed Regulations: Overview of Offering Statement & Non-Financial Disclosure Requirements

As is always the case, in the SEC's proposed crowdfunding regulations, the information an issuer (the company that is raising capital) is required to include in its offering statement is quite detailed. We present a high level overview below.

   

• Company name, legal status, physical address and website address.
• With respect to each director/manager, and each person holding a position of officer (president, vice president, secretary, treasurer, principal financial officer, comptroller, principal accounting officer, and anyone else, regardless of title, who performs comparable functions):
• Name;
• Title of position with issuer;
• Period of time person served in position; and
• Business experience during past 3 years.
• Name of each person who owns (directly or beneficially) 20% or more of issuer's voting power.
• Description of issuer's business and issuer's anticipated business plan.
• Number of issuer's employees.
• Risk factors associated with the investment.
• Target offering amount and deadline to reach target. (If the targeted amount is not achieved by the deadline, all funds must be returned to investors.)
• Whether investments in excess of the targeted amount will be accepted, and if so, how oversubscriptions will be allocated.
• Intended use of proceeds.
• Description of investment process, including a provision that permits investors to cancel an investment commitment up to 48 hours prior to the target deadline. (If the target is reached before the deadline, the issuer may close the offering early, but must provide notice of the new closing date at least 5 business days before closing.)
• Price to be charged for the security.
• Description of the ownership and capital structure of the issuer.
• Description of the securities being offered, including their terms, rights, dilution and restrictions on transfer, among other specifics.
• Name and CRD number of the intermediary.
• The amount of compensation to be paid to the intermediary.
• Description of issuer debt.
• Description of other exempt offerings made by issuer in the last three years.
• Related party transactions since the end of the last full fiscal year.
• Certain specific required legends.
• Certain financial information, which we will describe in a subsequent article.

Please contact Iris Linder (517-371-8127 or ilinder@fosterswift.com) for more information.

Categories: Crowdfunding, Venture Capital/Funding