Information shared (by SEC employees) at CfPA's 2021 CrowdInvest Summit

Employees of the SEC (in their individual capacity) were in the house today for the CfPA's CrowdInvest Summit. The fireside chat was moderated by Sara Hanks of CrowdCheck and the following links were posted as a resource by Jenny Riegel.    

Our small business video gallery is here: https://www.sec.gov/page/oasb-videos 

The crowdfunding resources that Jennifer mentioned are on this page: https://www.sec.gov/smallbusiness/exemptofferings/regcrowdfunding 

The EDGAR guidance that Jennifer discussed is here: https://www.sec.gov/corpfin/announcement/staff-guidance-edgar-filing-form-c 
   
Compliance and Disclosure Interpretations (often called CDIs by the staff) for crowdfunding are here https://www.sec.gov/divisions/corpfin/guidance/reg-crowdfunding-interps.htm 

CfPA note: Some great Q&A lives at this link. For example ...   

Rule 100: Crowdfunding exemption and requirements

Question 100.01

Question: What information can an issuer disseminate prior to filing the Form C with the Commission and providing it to the relevant intermediary?

Answer: Information not constituting an offer of securities may be disseminated by an issuer prior to the commencement of a Regulation Crowdfunding offering. For example, factual business information that does not condition the public mind or arouse public interest in a securities offering is not an offer and may be disseminated widely. The Commission has interpreted the term “offer” broadly and has explained that “the publication of information and publicity efforts, made in advance of a proposed financing which have the effect of conditioning the public mind or arousing public interest in the issuer or in its securities constitutes an offer…” Securities Offering Reform, Release No. 33-8591 (July 19, 2005). See also Securities Act Rule 169 and Securities Act Rule C&DI 256.25. Regulation Crowdfunding, however, does not provide an exemption for the dissemination of information that constitutes an offer of securities by an issuer prior to the issuer filing a Form C with the Commission and providing it to the relevant intermediary. [May 13, 2016]

Question 100.02:

Question: Are non-natural persons that invest in Regulation Crowdfunding offerings subject to investment limits?

Answer: Yes. The investment limits in Rule 100(a)(2) of Regulation Crowdfunding apply to all investors. Instead of calculating investment limits based on annual income and net worth, a non-natural person calculates the limits based on its revenue and net assets (as of its most recent fiscal year end). [May 13, 2016]

Jenny Riegel: Please reach out to us at smallbusiness@sec.gov!  We look forward to continuing the conversation! 

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