Form C Filings

What Is SEC Form C?

SEC Form C is an offering statement required under the 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. Companies and investors researching this market can also review broader crowdfunding offering activity to follow Regulation Crowdfunding transactions and related issuer disclosures.

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

If material information changes while the offering is underway, the issuer may need to submit a Form C/A amendment to update its previously filed Form C disclosures.

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.

As the crowdfunding campaign progresses, Form C-U filings may be used to report updates concerning progress toward the issuer’s target offering amount.

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 proceeds with a Regulation Crowdfunding offering.
• Ongoing Updates May Be Required: Issuers may need to file amendments through Form C/A when material changes occur and progress updates through Form C-U when applicable.
• Intermediary Involvement Is Part of the Process: The issuer conducts the offering through a registered broker-dealer or funding portal and provides the required offering information through the Regulation Crowdfunding process.
• Annual Reporting Can Continue After the Raise: Following completion of a crowdfunding offering, issuers generally continue annual reporting through Form C-AR until they become eligible to terminate that obligation.
• Public Disclosure Is Central to the Exemption: Form C standardizes important information for crowdfunding investors, including offering terms, issuer information, risks, and financial disclosures.