What can I, and what can I not say, when talking about my Reg CF campaign?


Crowdfunding marketing is a completely different beast from traditional marketing. You need to keep your community actively engaged, encouraging them to spread the word within their own networks. It also requires a lot of work and organization.

That being said, running a Regulation Crowdfunding campaign is very different than conducting a rewards based campaign, especially as it relates to marketing and advertising your offering. The SEC is very strict about what you can, and can't say, when it comes to your talking about your raise.

Crowdcheck, a company that specializes in company due diligence, disclosure and compliance for online capital formation, wrote an in-depth memo about how to stay within the guidelines of the Reg CF rules, while still being able to successfully market your campaign. We have pulled out a number of important points to keep in mind, but we strongly recommend that you review the entire Communication Guidelines document before beginning your marketing efforts..

What can I say about my raise before my launch? 

NOTHING. The SEC is very clear that you cannot make any reference or any indication, posts, or public references of the offering until it is live. While you are able to continue normal advertisement of your company or service, the SEC deems any public posts or communication about the offering to be a direct violation of the regulation -- so be extra careful! 


What can I say about my raise after my launch?

There are two type of communication that is permitted by the SEC in regards to marketing your raise post launch:

Communications that don’t mention the “terms of the offering” 

Communications that just contain “tombstone” information (only the terms of the offering)


Terms Communication (Tombstone)

Non-Terms Communication 
  • The amount of securities offered
  • The nature of the securities (i.e., whether they are debt or equity, common or preferred, etc.)
  • The price of the securities
  • The closing date of the offering period.
  • A statement that the issuer is conducting an offering
  • The name of the intermediary (i.e. StartEngine) conducting the raise
  • The link to the intermediary
  • Factual information about the legal identity (business location of the issuer, name, website, address...)

The biggest thing to note here, is while there are two different types of communications, you cannot mix both non-terms communication with Tombstone communication




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