Changing your perks after offering launch

You can change your perks after offering launch, but talk to your DealMaker team and broker-dealer before making a decision, as this may be considered a material change. Your perks, including any bonus shares, are part of your filed offering documents. Any change means amending those documents and updating your marketing to match them exactly. What else it takes depends on whether the change is material.

A change is material if a reasonable investor would potentially reconsider their decision to invest based on the new information. For perks, the deciding question is usually how the change affects investors who have already committed. There's no fixed list, so your counsel, the DealMaker team and broker-dealer will review your specific change with you.

Often not material:

• Adding or changing a non-bonus share (equity) perk, such as merchandise, a product discount, or early access
• Ending or reducing a bonus share tier going forward, when investors who already committed keep the bonus shares they qualified for
• Improving a bonus share tier and extending it to investors who already committed
• Adding new equity perks and extending it to investors who already committed, ie. retroactively applying new perks such that existing investors receive the same benefits as new investors
• Extending the current time-based perk window

Often material:

• Reducing or removing bonus shares for investors who already committed
• Adding or increasing bonus shares for new investors only, so earlier investors get fewer shares for the same price

• Reg CF: after approval from your broker-dealer, an amended Form C (Form C/A) is filed on SEC EDGAR. Investors who have committed but haven't been accepted yet go through the material change process and get five business days to reconfirm. If they don't reconfirm, their investment is cancelled and refunded. Rolling closes are temporarily unavailable until this process is complete.
• Reg A+: the change requires a post-qualification amendment that the SEC must qualify. Depending on the change, your offering may need to pause until it's qualified. Reg A+ has no investor reconfirmation step.

If the change isn't material, the updated offering document (a Form C/A for Reg CF, or an offering circular supplement (253g filing)for Reg A+) is updated on SEC EDGAR . Investors who already committed don't need to reconfirm.

1. Tell your marketing and DealMaker team what you want to change and why.
2. Work through materiality and the filing with your counsel, DealMaker team and broker-dealer.
   1. Work with your counsel to prepare the material amendment, submit for the broker-dealer's review & approval, then confirm the SEC filing.
3. Changes to your marketing items (e.g. landing page, ads, and investor emails) are paused until the updated offering documents are filed and your marketing is approved.

Once a perk tier is live or has qualified investors, you can only change its future dates in the platform, not the reward or the rules. To offer something different, set up a new tier going forward.