Most Regulation Crowdfunding (Reg CF) and Regulation A issuers I talk to put Directors and Officers (D&O) on the closing checklist.
That treats the policy like a trophy for getting the money in. It is not.
The 1933/1934 Act exclusion on a standard private-company form was written for IPOs. A Form C, the SEC crowdfunding filing, is still a securities offering. A normal private policy treats it like a public offering and excludes it.
Retail investors under Reg CF and Reg A read what you filed. They did not sit in your office. If something in that filing is wrong, the people who signed it get named.
Side A, the part that pays a director when the company cannot, only helps if the form actually responds to a JOBS Act offering.
This is not an argument for a bigger tower. It is an argument for binding before go-live, on paper that does not dump the listing.
Question for issuers and portals: are you binding a raise form before the offering goes live, or is D&O still sitting behind the closing checklist?
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