Form C Filings

What Is SEC Form C?

SEC Form C is an offering statement required under Securities Act Section 4(a)(6) and Regulation Crowdfunding. It is used by companies to file offering disclosures with the Securities and Exchange Commission (SEC) before offering or selling securities in a crowdfunding transaction.

This form is typically filed by startups and private companies raising capital from the public through a registered intermediary, such as a broker-dealer or funding portal. Once Form C is filed, it provides investors with standardized disclosure about the issuer, the terms of the offering, and related risk and financial information.

Form C ensures transparency by making key offering information available to investors and regulators before investment commitments are accepted. It is filed electronically and becomes part of the public record in the SEC’s EDGAR system, with issuer guidance available in the SEC’s Regulation Crowdfunding resources.

Key elements typically found in SEC Form C include:

• Name of the issuer and principal place of business
• Offering terms, target amount, and deadline
• Use of proceeds and capital structure
• Risk factors and related-party transactions
• Financial statements and issuer disclosures
• Intermediary information and offering communications

SEC Form C Filing Deadlines

SEC Form C is filed on an offering-specific basis rather than on a recurring, fixed calendar schedule. These timing requirements are important to ensure the offering is properly disclosed and updated throughout the crowdfunding process.

Key Things to Know About Form C Filing Rules

• Filed Before the Offering Begins:
  Form C must be filed and publicly available on EDGAR before an issuer offers or sells securities in a Regulation Crowdfunding transaction.
• Ongoing Updates May Be Required:
  Issuers may need to file amendments (Form C/A) for material changes and progress updates (Form C-U) as the offering proceeds.
• Intermediary Involvement Is Part of the Process:
  The issuer files Form C through EDGAR and provides the filing to the intermediary facilitating the crowdfunding offering.
• Annual Reporting Can Continue After the Raise:
  After a successful offering, issuers generally have an ongoing obligation to file an annual report on Form C-AR until they qualify to terminate reporting.
• Public Disclosure Is Central to the Exemption:
  Form C is designed to standardize disclosure for crowdfunding investors, including offering terms, issuer information, and financial statements.

To track crowdfunding offering activity and related updates, you can monitor Form C filings alongside progress updates and annual reports through the SEC’s filing system and dedicated databases such as Form C filings, Form C-U  filings, and Form C-AR annual reports.