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For a Regulation Crowdfunding (Reg CF) or Regulation A (Reg A) Offering, what can I say or not say when I’m speaking at a panel or on a webinar?

  1. Always best to have presenters describe any conflicts of interest, and not gloss over the risks of the business and only highlight the benefits of the business (and in particular the offering).  
  2. Cannot guarantee any particular performance of the securities. With any forward looking statements or metrics it is also good to describe the assumptions used in those and what could occur if those assumptions are not met.  
  3. The time of the events can dictate how much time there is for the presentation of these items, so don't omit an important fact for the sake of time. Better to condense other pieces and ensure the completeness of the comments as you don't want to be described as misstating or omitting material information.  
  4. Best to point investors to the offering materials, even within the speech, just to be sure the audience is provided with direction and opportunity to receive and read additional information.

  5. Specifically for Reg CF - terms of the offering can not be used as part of the webinar. As a reminder Reg CF rules separate content into two groups. Content that contains “terms of the offering” and content that doesn’t contain terms of the offering. The SEC has specifically deemed six pieces of information to be “terms”. There are stricter limits for content that contains one or more terms of the offering. The SEC has defined “terms of the offering” as the following six items:

    • The number of securities being offered
    • The price of the securities being offered
    • The type of security being offered
    • Use of Proceeds
    • The progress of the offering towards its Target (Minimum) Amount
    • Offering Deadline Date
  6. Post Webinar/Panel - any presented materials, or items to be used by the audience for "take-aways" need to be reviewed by compliance and marked as if they were distributed to a large retail audience