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Regulation Crowdfunding (Reg CF) provides startups and small businesses with an opportunity to raise capital by reaching a broad investor base. However, complying with Reg CF’s complex requirements can be challenging and requires careful planning with the support of qualified legal and financial professionals. That's why I developed this essential guide—to provide entrepreneurs with the knowledge and tools needed to execute a successful Reg CF campaign with confidence.

What You'll Discover in This Guide

Introduction to Regulation Crowdfunding

  • A comprehensive overview of Reg CF and its role in fundraising
  • Key benefits and potential limitations of the framework

Regulatory Requirements & Exemptions

  • Understanding the SEC's compliance rules
  • Critical exemptions and how they impact your offering

Planning Your Crowdfunding Campaign

  • Step-by-step guidance through the process
  • Estimated costs, including legal, financial, and marketing expenses

Eligibility & Restrictions

  • Criteria to determine if your business qualifies for Reg CF
  • Limitations and obligations issuers need to consider

Crafting a Successful Offering Statement (Form C)

  • Key disclosure requirements to ensure compliance
  • Important financial statement considerations for issuers

Post-Offering Compliance & Reporting

  • Ongoing SEC reporting requirements
  • Annual updates and disclosure of material changes

Marketing and Promotion Guidelines

  • What you can and cannot say when promoting your offering
  • SEC rules on advertising and pre-filing communications

Resale and Liquidity Planning

  • Understanding restrictions on selling Reg CF securities
  • Strategies for future liquidity events and investor exits

Co-Issuer Offerings: Special Considerations

  • Using a Regulation Crowdfunding Vehicle to perform a Co-Issuer Reg CF offering
  • Ensuring compliance with Exchange Act Section 12(g)

Why This Guide Is Essential

Effectively navigating Regulation Crowdfunding requires a deep understanding of SEC rules and industry best practices. Attempting to conduct a Reg CF offering without the guidance of a qualified securities attorney poses significant legal and financial risks. This guide provides a foundational overview to help you better understand the regulatory landscape, identify key compliance considerations, and work alongside legal and financial professionals to structure a successful fundraising campaign.

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If you are interested in learning more about Regulation Crowdfunding or raising capital under federal securities law, please contact Patrick G. Costello at Patrick@bevilacquapllc.com, or (202) 869-0888 (ext. 130).

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This post contains general information. This post is not intended: (a) to convey or constitute legal advice on any subject matter; (b) to establish an attorney-client relationship; or (c) to be a solicitation. Also keep in mind that prior results in a legal matter do not guarantee a similar outcome in another legal matter.

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