What is a ‘Material Change’?

The SEC requires that changes to the Form C that are ‘material’ in their nature be relayed to each investor. This means the issuer must file a Form C/A (amendment). Investors who made an investment commitment in the offering, but are not yet accepted, are required to reconfirm their investment within five business days of the Form C/A filing or their investment must be cancelled.

Examples of material change include:

• Any change to a “Term of the Offering”
  • Number of Securities being offered
  • Type of security being offered
  • Price of the security
  • Closing Date of the Offering
  • Use of Proceeds
• Company-related changes, such as new or removed directors or officers and financial updates.

This list is not exhaustive. We recommend that you discuss with your counsel and broker-dealer when considering a change to ensure proper information is disclosed and filed. A change is considered “material” if it would potentially make the investor change their mind regarding their investment.