Campaign updates and material changes during a live raise

During a live raise, an issuer can keep talking to investors, but where it says something and what it says are both regulated. In a Reg CF offering, most of the real conversation belongs on the platform's communication channel, and anything off the platform is limited to a short notice. In a Reg A+ offering, every update has to be consistent with the offering circular. And when something material changes, the change goes into an amendment first. The update comes after.

This article is general information about securities offerings, not legal advice. We are marketers, not lawyers. Have securities counsel approve any investor communication before it goes out.

Why updates matter more than most teams think

A live raise runs for weeks or months. Investors who committed early are watching, and people still deciding are reading the update history as evidence of how the company behaves. A campaign that goes quiet after launch looks like a campaign in trouble. A campaign that posts a steady record of real progress gives the undecided reader a reason to finish.

The catch is that every update is a communication about a securities offering. It can carry the same liability as the offering document. The goal is a cadence of updates that are true, consistent with the filing, and posted in the right place.

Where a Reg CF issuer can talk

Reg CF splits communication into two zones.

On the platform. The funding portal or broker-dealer running the offering must provide a communication channel where investors and the issuer can discuss the offering, under Rule 303(c). The issuer can post there, answer questions, and publish updates. Under Rule 204(c), the issuer must identify itself in every post, and anyone posting on its behalf must say so. This is where the substantive conversation belongs: answers to questions about the business, the terms, and the risks.

Off the platform. Rule 204 limits advertising of the terms of a Reg CF offering to a notice. The notice can say the company is conducting a Reg CF offering, direct readers to the intermediary's platform, state the terms of the offering, and give limited factual information about the company: its name, address, phone, website, email, and a brief description of the business. It cannot argue the merits. So an email, a social post, or an ad that discusses the terms is held to that notice. The rule is written about advertising the terms, which is why ordinary product and company news that does not mention the offering is generally treated differently. Where that line falls for a given post is a question for counsel. The longer treatment is in advertising-rules-by-exemption.

What it means for the campaign. Write the detailed update once, post it on the platform, and point to it from everywhere else with a notice-compliant message. Do not answer a detailed question about valuation in an ad comment. Answer it on the platform and link there. The comment-section side of this is covered in moderating-comments-during-a-raise.

Where a Reg A+ issuer can talk

Reg A+ is more permissive about where. A qualified offering can be advertised broadly, and the issuer can send emails, post on social, and run ads that discuss the offering. The constraint is what.

Every communication has to be consistent with the qualified offering circular, and written offers after qualification must be accompanied or preceded by the most recent offering circular under Rule 251(d)(1)(iii). An update that cites a revenue figure the circular does not contain, or a projection the circular does not make, creates a problem. Either the circular is now incomplete, or the update is saying something the company has not disclosed in the filing. Antifraud liability applies to both.

What it means for the campaign. Build every update from facts already in the circular or in a later filing. If the update needs a new fact that matters to an investor, that is the signal the filing may need to change first. Ask counsel before the post, not after.

What counts as a material change

A change is material when a reasonable investor would consider it important to the decision to invest. That is the general standard, and applying it to a specific fact is counsel's call. In practice, these come up most often in a live raise:

• a change to the price, the valuation, or the type of security
• a change to the target, the maximum, or the deadline
• a new executive, the departure of one, or a change in control
• a significant new risk, lawsuit, or loss of a key customer or supplier
• a change to the use of proceeds
• new financial results that differ meaningfully from what was disclosed

Good news can be material too. A large new contract is not just a marketing announcement if it changes the picture the filing paints.

How a Reg CF issuer handles a material change

The amendment comes first. Under Rule 203(a)(2), a Reg CF issuer files a Form C/A to amend its offering statement for a material change, and the intermediary updates the offering page. The forms are explained in reg-cf-forms-explained.

Then the investors who have already committed get a decision. When there is a material change, each investor must reconfirm the commitment. The intermediary notifies them under Rule 304(c). If an investor does not reconfirm within five business days of receiving that notice, the commitment is cancelled and the funds are returned.

This is the part campaigns underestimate. A material change does not only add a line to the filing. It puts every existing commitment back in play. Some investors will not see the email. Some will see it and not act. A change filed late in a raise can cost real committed dollars for reasons that have nothing to do with whether investors liked the news.

What it means for the campaign. Plan reconfirmation like a mini launch. Have the explanation ready before the amendment is filed. Write it in plain language. Send it through every channel the intermediary allows. Follow up before the five business days run out. Track how many commitments are reconfirmed, and report that number to the team daily.

The investor's right to cancel

Separate from any material change, a Reg CF investor can cancel a commitment for any reason until forty eight hours before the offering deadline, under Rule 304(a). After that, the commitment is final unless a material change reopens it. The definition is in investment-cancellation.

This shapes how to read a dashboard. A commitment made a month before the deadline is not money in the bank. It is a commitment that can still walk. Count it, but do not spend it.

It also shapes the end of the raise. The last forty eight hours are when cancellations stop, and that is also when undecided investors tend to act. A deadline reminder sent three days out reaches people who can still change their minds in either direction. A reminder at the final window reaches people whose decision will hold.

How a Reg A+ issuer handles a material change

Reg A+ has two tools, and which one applies depends on how big the change is.

A supplement covers changes that do not rise to a fundamental change. Under Rule 253(g), a supplement with pricing information is filed within two business days of setting the price, and other supplements within five business days of first use. The offering keeps going without a new qualification.

A post-qualification amendment covers fundamental changes, and it also covers updating the financial statements at least every twelve months in a continuous offering, under Rule 252(f)(2). The amendment must itself be qualified by the SEC. That can pause sales.

Which tool a change needs is a legal judgment, not a marketing one. The marketing consequence is the one to plan for: a change that needs a post-qualification amendment can stop the campaign. Ads keep spending into a page that cannot take investments. Build a pause plan before launch so a filing pause does not become wasted budget. For more on how qualification works, see reg-a-plus-qualification-process and reg-a-qualification.

Whether a Reg A+ investor can withdraw a subscription after a change is set by the offering's own terms, not by a rule like Reg CF's reconfirmation. Ask counsel what the subscription agreement says.

A cadence that works

A steady rhythm beats a burst. Here is a pattern we see work in practice.

Weekly, on the platform. One short update with a real fact in it: a shipment, a hire, a customer, a product milestone. If the fact is new and material, file first.

At milestones, through every channel. Hitting the target or a meaningful share of it is worth telling people about, in a notice-compliant way for Reg CF. Note that in Reg CF, progress toward the target also has its own reporting obligation: a Form C-U within five business days of reaching fifty and one hundred percent of the target, unless the intermediary publishes frequent progress updates itself, under Rule 203(a)(3).

Answers within a day. Questions on the platform channel are read by everyone deciding. An unanswered question looks like a hidden answer.

Never a surprise. If something material is coming, the investors should hear it in the amendment and the plain-language explanation together, not discover it in a news story.

Two things to avoid. Do not imply that other investors' commitments say anything about returns. And do not use updates to promise outcomes the filing does not support. The rules about how investor perks and bonus shares can be described sit in investor-perks-bonus-shares.

After the raise

Updates do not end at the close. Reg CF and Reg A+ issuers both have ongoing reporting obligations, and the investors from this raise are the most likely buyers of the next one. See reg-a-plus-ongoing-reporting and raising-again-from-your-investors.

This is general information, not legal advice. What your company may say, where, and when a change needs an amendment are questions for your own securities counsel.

FAQ

Can a Reg CF issuer post updates during the offering?

Yes. The intermediary must provide a communication channel where the issuer can post updates and answer questions, as long as the people posting identify themselves as speaking for the company. Off the platform, advertising that discusses the terms of the offering is limited to a short notice under Rule 204.

What happens when there is a material change in a Reg CF offering?

The issuer amends its Form C with a Form C/A, and investors who already committed are notified and must reconfirm. If an investor does not reconfirm within five business days, the commitment is cancelled and the funds are returned.

Can a Reg CF investor cancel a commitment?

Yes, for any reason, until forty eight hours before the offering deadline. After that, the commitment is final unless a material change gives the investor a new chance to reconfirm or cancel.

Does every Reg A+ change need a post-qualification amendment?

No. Fundamental changes and required financial statement updates go through a post-qualification amendment, which the SEC must qualify. Other changes can usually be handled with a supplement. Counsel decides which applies to a given change.

Can a Reg A+ update say something that is not in the offering circular?

It should not add material facts the circular does not contain. Communications need to be consistent with the circular, and a material new fact usually means the filing needs to be updated first.