Professional Documents
Culture Documents
Final Rule
Comments
Financial Info/
Audit
Requirement
GAAP financial
statements for past
two years (or as
long as in
business); tax
returns if raising
$100k or <;
reviewed
financials if raising
> $100k up to
$500k; audited
financials if raising
> $500k
GAAP financial
statements for past
two years (or as long
as in business);
information from tax
returns if raising
$100k certified by
CEO or <; reviewed
financials if raising >
$100k up to $500k;
audited financials if
raising > $500k
relief for first time
issuers only reviewed
financials required
Testing the
Waters
Not allowed
Not allowed
Sales
Disclosure
Proposed Rule
Final Rule
Comments
Form C
Form C,
which requires
certain information
regarding the price
and terms of the
securities, mechanics
of the offering,
financial condition,
use of proceeds,
description of the
business, risk factors,
managers directors
and owners, and
related party
transactions
Disclosure is a fundamental
underpinning of the
securities laws and it is no
surprise that a disclosure is
still mandated. It is a relief
that the overly burdensome
requirements have been
scaled back and that the
user friendly Q&A method
has been revived.
$1,000,000 in 12
month period
Same
Investor
Limits
Greater of $2,000
and 5% of income
if < $100k
annually; 10% of
annual income if >
or equal to $100k
annually up to
$100k total
Almost same:
Greater of $2,000 and
5% of income if <
$100k annually; 10%
of lesser of annual
income or net
worth; if > or equal
to $100k annually up
to $100k total
Proposed Rule
Final Rule
Comments
Portal
Liability
Issuer liability
(strict liability for
disclosures of
Issuer)
Ability to
Curate
Cannot deny
Platforms have
companies access discretion as to what
to platform
offers to post on their
platform but cannot
favor one over the
other once on the
website
Compensation
of Portal