Effectively Marketing Reg CF, Part 6: Compliance-Safe Marketing And How to Build Excitement Without Getting a Call You Don’t Want To Get

By the time you reach this point in the crowdfunding process, you usually have one question lingering in the back of your mind. You’ve taken the steps I outlined in Parts 1-5 of this series (links at end of the article). You’ve built the waitlist, you’ve warmed up their network, you’ve planned launch week momentum, and you’re finally starting to feel like the offering might actually work. Then reality arrives in the form of a slightly nervous thought: “What am I actually allowed to say?”

It’s a fair question, and it’s one that every founder should take seriously. Regulation Crowdfunding is all about marketing, but it’s also a securities offering. That means it comes with rules, boundaries, and compliance professionals whose job is essentially to keep you from accidentally turning your company into a cautionary tale. Founders sometimes assume the rules mean they can’t talk at all, while others assume the rules don’t apply because they are “just posting updates.” The truth is in the middle: you absolutely can market your offering, but you need to do it with discipline. And, you have to follow some rules which sometimes don’t make a lot of sense.

Don’t blame me. I didn’t write the rules. I just have to make sure my clients don’t break them, no matter how much I personally disagree with some of them.

While Reg CF has some specific marketing rules I'll discuss later in this article, overall a good starting part for compliance-safe marketing of any securities offering is to remember one core principle: you can be enthusiastic, but you can’t be misleading. Securities laws aren’t designed to prevent founders from telling their story. They are designed to prevent investors from being sold a fantasy. If your marketing is grounded in truth, avoids exaggeration, and directs people to the proper offering materials, you’re usually on solid ground.

One of the most common mistakes founders make is slipping into language that sounds like a guarantee. This almost never happens because founders are trying to deceive anyone. It happens because they are excited, they believe deeply in the company, and they want supporters to feel that excitement too. So they start using phrases like “This is a no-brainer,” or “You can’t lose,” or “Invest now and you’ll thank yourself later.” In everyday conversation, those are harmless. In a securities offering context, they are highly problematic.

 Equity crowdfunding investments are risky by nature (as are all investments) and investors must understand that. No founder can promise returns, and no founder can promise success. Your marketing should focus on what you’re building, not on what investors will make. You’re allowed to explain the business, the mission, the traction, and why you believe the company has potential. You’re not allowed to suggest that an investor’s profit is inevitable. The more your marketing sounds like a guarantee, the more trouble you invite

Closely related to this is the issue of performance claims. Founders love momentum, and they love telling the world that the company is about to explode. But securities regulators and portal compliance teams become very uncomfortable when marketing starts to resemble “get rich” language. Statements implying huge returns, inevitable appreciation, or once-in-a-lifetime opportunity often trigger immediate red flags. Investors can smell hype, and regulators can smell it too. In fact, even if you don’t cross the line into hype, regulators like balance. If you say something positive may happen, they like to see an equal mention by you that something negative may happen. Nobody wants to post on social media something that looks like this: “In one week you can invest in the next big thing! But, if you do, there is a great chance we will fail and you will lose all your money!”

Founders often try to minimize or brush aside risk in their securities marketing. Founders naturally want supporters to feel comfortable, so they sometimes casually reassure people that things are safe or certain. But in Reg CF, the honest approach is always better. A mature founder acknowledges risk while still expressing conviction: “This is an early-stage investment, it involves risk, but we believe strongly in what we are building.” That tone builds far more trust than pretending risk doesn’t exist.

A practical rule of thumb is that your communications should emphasize the company rather than the investor outcome. Avoid hype. Avoid promises. Avoid future predictions. Talk about your mission, your team, your products or services, your customers, and your progress. Avoid framing the offering as a shortcut to profit. When founders communicate with grounded confidence instead of exaggerated certainty, they not only stay safer legally, they often attract better investors.

Founders also need to understand that the compliance environment changes slightly once the Form C is filed and the offering is live. Before filing, you can certainly build awareness, grow a waitlist, and talk about the company’s plans, but you generally want to avoid anything that looks like soliciting actual investments before the offering exists. The pre-launch phase is about education and anticipation, not collecting checks. This period is called “testing the waters” and you need to always include a testing the waters disclaimer with all communications and keep copies of all such marketing to file with the SEC when you file your Form C to launch.

Once the offering is live, communications can be more direct, because now there is a compliant portal page where investments occur and disclosures are available. This is why intermediaries often require that offering-related marketing direct investors back to the offering page hosted by a funding portal or broker-dealer. In a securities offering, you don’t want marketing to become the primary source of information. The offering page is where the official disclosures live, and the offering page is where investments will be made. If you keep your marketing focused on pointing people to the offering page rather than making sweeping claims in social media captions, you will generally reduce compliance friction.

And keep in mind this very important Reg CF specific rule: once you launch you cannot talk about the “terms of the offering” in your marketing. Those can only be shown to investors once they get to your offering page online unless you run a “tombstone” ad. A tombstone ad has nothing to do with Wyatt Earp and Doc Holiday, it’s a very simple and boring ad that directs investors to the offering page online and includes nothing other than a statement that the issuer is conducting a Reg CF offering, the name of the platform hosting the offering and a link to the platform, the terms of your offering, and factual information about your limited to your company name, address, phone number and website, email address and a brief description of your business. In other words, the most boring ad you can imagine.

So what are the terms of the offering that you cannot place in your Reg CF marketing, you ask? Luckily, Congress set these out for us in instructions to the actual Reg CF statute. Terms of the offering are:

1. The amount of securities offered,

2. The nature of the securities,

3. The price of the securities,

4. The closing date of the offering period,

5. The planned use of proceeds, and

6. The progress toward meeting your funding target.

And don’t forget, this prohibition against using the “terms of the offering” in your Reg CF marketing applies not just to what you say, but what others say about your company if you amplify it. While you certainly can’t control what some third party writes about your company online in most cases, if you take something someone wrote or said that contains terms of the offering and you repost it on your company's social media or website, you just violated the law. That awesome local newspaper article or television story about your company that also mentions that your stock is only $5 per share and that your company is raising $1,000,000 is not something you are expected to control. But take it and post in on all your company’s social media, and the words in that article of story suddenly become yours, terms of the offering and all.

Testimonials are another place where founders need to be thoughtful. Sharing customer enthusiasm is excellent, but you must be careful when testimonials drift into investment promotion. A customer saying, “This product is amazing,” is very different from someone saying, “Invest now, this stock is going to the moon.” The first supports the business. The second starts to sound like an investment pitch. Keeping testimonials focused on product and mission, not future returns, is the safer path.

It’s also wise to remember that anyone speaking publicly about your offering can create issues, even if they mean well. Employees, ambassadors, or enthusiastic supporters may not understand the boundaries and may accidentally overpromise or exaggerate. This is why providing simple suggested language to your team and “investor champions” is so helpful. People want to help you share the campaign, but you want them sharing it in ways that are factual and compliant. Ultimately, compliance-safe marketing is not about being boring. It’s about being credible. The best equity crowdfunding offerings don’t win because they shout the loudest. They win because they communicate clearly, honestly, and consistently. Investors respond to founders who treat this like a serious business, not like a hype festival. Regulators and portals/broker-dealers respond well to that too.

The bottom line is that you can absolutely build excitement around a Reg CF offering. You just need to build it on truth rather than promises, on mission rather than guarantees, and on credibility rather than exaggeration. If you approach compliance as a foundation instead of a restriction, you will market better, raise better, and sleep better.

With that, the full pre-launch blueprint is complete. Build the crowd before launch, start with warm momentum, capture interest through infrastructure, earn trust through content, orchestrate opening-week traction, and market with excitement that stays inside the rules. When founders do those things, a Reg CF offering feels like an event people were waiting for, not a link dropped into silence.

To read Part 1 of the 6 part series, click here.

To read Part 2 of the 6 part series, click here

To read Part 3 of the 6 part series, click here.

To read Part 4 of the 6 part series, click here.

To read Part 5 of the 6 part series, click here.

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Effectively Marketing Reg CF, Part 5: Launch Week Momentum and How to Turn a Warm Crowd Into Day-One Investors

If you have done the work in Parts 1 through 4 of this series (links at the end of this article), launch week should not feel like jumping off a cliff and hoping a parachute appears on the way down. It should feel much more like opening night. By the time your Regulation Crowdfunding offering goes live, you should not be introducing yourself to the world for the first time. You should be opening the doors to people who have already been following the story, joined the waitlist, read your updates, and said, “Yes, send me the link when it opens.

That is the right mindset for launch week: it’s not the beginning of your offering — it’s the public unveiling of everything you built quietly before launch. Equity crowdfunding offerings are won or lost in the first ten days, because this is when momentum either takes hold or fades away. Investors can see your progress immediately on a funding portal, and humans are social creatures who respond to what feels active, credible, and alive. The crowd doesn’t like empty stadiums, and equity crowdfunding on a funding portal is a stadium with a scoreboard.

This is why founders need to treat launch week as an event, not an administrative milestone. Some founders imagine that the campaign goes live, they post the link once, send one email blast, and then sit back to “see what happens.” That is not a strategy. A strong launch is orchestrated, because early momentum is not something you hope for — it’s something you engineer.

The goal of launch week is simple: create enough visible traction early that strangers feel comfortable joining in. Successful campaigns often raise twenty to thirty percent of their target in the first week or two, not because the internet is magical, but because the founder has preloaded the campaign with early supporters. Launch day should feel like the moment your audience has been waiting for, not a quiet announcement that disappears into a sea of other posts.

This is where your waitlist becomes one of your most valuable assets. The people who joined early access should not hear about your launch by accident three days later. They should hear immediately, with a clear invitation and a clean link. Your first launch email doesn’t need to be complicated. It simply needs to sound human: “We’re live. Thank you for being here early. Here’s the link. We’d love to have you as a founding investor.” Most supporters want to be included, and if they joined your waitlist, they are expecting this moment.

Founders sometimes hesitate because they worry about being pushy. But launch week is not the time to whisper. You’re not interrupting strangers, you’re following up with people who already raised their hand. The outreach you do during launch week is less about discovery and more about conversion. The strongest early investors are rarely random portal browsers. They are warm supporters who have already been brought along the journey.

This is also why personal communication remains so powerful even after launch. The difference between a campaign that raises $150,000 in the first week and one that raises $1,500 is often not the quality of the company. It’s the quality of the launch plan and the founder’s willingness to communicate directly. Launch week is when those personal follow-ups matter most, because early momentum creates the social proof that makes the broader crowd comfortable joining later.

Another overlooked tool in launch week is events. Founders sometimes think equity crowdfunding is purely digital, but investing is emotional, and live interaction accelerates trust. A simple investor Q&A on Zoom can convert more effectively than a dozen social media posts because it allows supporters to hear your voice, ask questions, and feel included in real time. Even a small in-person gathering — customers, friends, early supporters — can generate momentum far beyond what the founder expects.

The campaigns that succeed treat launch week like a community moment, not a link drop. Planning one event around launch and another within the first ten days can create urgency, participation, and attention. Investors like to feel that something is happening now, and events help turn your offering into an occasion rather than just a webpage.

Launch week is also where what I call “investor champions” become incredibly valuable. Every successful raise has a handful of supporters who amplify it: loyal customers, enthusiastic early backers, community leaders, or friends of the founder who genuinely want to see the company succeed. These people aren’t paid influencers, they are authentic advocates. The founder’s job is to identify them before launch and invite them to help share the campaign, ideally with simple materials and suggested language that makes it easy.

Of course, launch week momentum also depends on the quality of the campaign page itself. By the time investors arrive, whether warm or cold, the offering page online must feel credible and complete. Investors should quickly understand what the company does, why it matters, what traction exists, and what the funding will accomplish. A rushed or confusing offering page creates hesitation, while a clear and professional page reinforces confidence.

One of the most important psychological drivers during launch week is urgency — not artificial pressure, but the genuine feeling of being early. Investors respond when they feel they are joining something at the beginning, when momentum is building, and when participation is real. That doesn’t require gimmicks. It requires clear communication, consistent updates, and visible progress that signals the campaign is alive.

The bottom line is that launch week is not passive. It’s the conversion moment, the bridge between the warm crowd you built pre-launch and the broader crowd that comes once momentum is visible. If you treat launch week like opening weekend — coordinated outreach, engaged supporters, events, champions, and clear messaging — you dramatically increase your chances of starting strong rather than stalling.

Because once momentum is real, the crowd finally does what founders dream it will do. They show up.

Coming next in Part 6: Compliance-safe marketing, what you can say, what you should avoid, and how to build excitement without triggering regulatory headaches or portal compliance issues.

To read Part 1 of the 6 part series, click here.

To read Part 2 of the 6 part series, click here

To read Part 3 of the 6 part series, click here.

To read Part 4 of the 6 part series, click here.

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Effectively Marketing Reg CF, Part 4: Content Builds Trust. How to Make Investors Feel Like They Already Know You Before You Launch

By the time most founders start thinking seriously about marketing their Regulation Crowdfunding campaign, they are usually already behind. You learned that in Parts 1 through 3 (LINK) of this series. Not because the paperwork is incomplete or the online offering page isn’t polished, but because they are still treating the offering like a transaction instead of what it really is: a trust exercise.

 Investors don’t wake up one morning eager to invest in a company they have never heard of, led by a founder they don’t know, in an industry they haven’t thought about since high school economics class. Trust has to exist before investment happens, and content is one of the best ways to build that trust.

The central idea is simple: investors invest in what feels familiar. Most people don’t invest the first time they hear about you, no matter how good your pitch is. They invest after they have seen you repeatedly, watched your progress, and started to feel like they understand who you are and what you are building. In other words, crowdfunding works a lot more like a relationship than a vending machine.

 You don’t press “Launch” and have money fall out. You introduce yourself, show up consistently, and earn confidence over time.

This is why pre-launch content is so important. Content is not about hype or trying to “go viral,” and it’s certainly not about shouting “INVEST NOW” into the social media void. It’s about letting people get to know you before you ever ask them to invest. Think of it as inviting supporters behind the scenes while the company is still being built, rather than showing up on launch day and saying, “Hello stranger, would you like to become a shareholder?”

 Founders often assume content needs to be expensive or perfectly produced. They imagine professional video crews, scripted commercials, and glossy brand campaigns with cinematic music. In reality, some of the most effective crowdfunding content is embarrassingly simple. A founder talking into an iPhone camera for sixty seconds can outperform a polished corporate promo because investors aren’t looking for Hollywood - they are looking for authenticity. People love to see a real founder building a real business, not a marketing robot reading bullet points off a teleprompter.

 That’s not to say that you should ignore the quality of your video or any part of your marketing outreach. If you’re shooting a video on your cell phone, make sure the lighting looks good and your audio quality is excellent. Nothing kills a potential investor’s confidence in you than to put out a video that looks like you don’t care about appearance or where you sound like you are in a tin can.  If you don’t care how you look and sound, what confidence are you building in your potential investor audience? They may think: Is this how they will market their products also? Low quality visuals and horrible sound? If so, they will run away and never come back.

 So what should you actually post? The most effective pre-launch content usually falls into a few categories, and none of them require complicated production. Founder story content is powerful because people invest in conviction, not just products. Progress content is equally important because movement creates confidence, and investors want to feel that the company is alive and advancing. Customer love, testimonials, and real-world validation are also extremely persuasive because social proof builds social proof.

 Mission content matters as well, especially in Reg CF where many investors are emotionally motivated supporters rather than purely financial analysts. People like investing in something meaningful, something they can talk about at dinner, something that feels bigger than “we would like more capital.” And finally, the most overlooked category is human content: showing personality, humor, setbacks, and real founder moments. Investors trust founders who sound like humans, not founders who sound like press releases.

 Consistency matters more than brilliance. You don’t need to post ten times a day like an influencer trying to sell protein powder. But you do need to show up often enough that people remember you exist. For many campaigns, two or three thoughtful posts per week in the month or two leading up to launch is plenty. The goal is not volume for the sake of volume, the goal is familiarity through repetition.

 One of the biggest mistakes founders make is producing content without a next step. A post that gets attention is nice, but attention that disappears is wasted. Every piece of pre-launch content should gently funnel interested people toward the waitlist or early access list. The post doesn’t need to be aggressive, but it should invite action: “If you want to be notified when we launch, join the early investor list.” That simple line is how content becomes pipeline.

 Founders also worry about what they are allowed to say, and that concern is legitimate. Securities offerings come with boundaries, and I will address compliance directly in Part 6. But the safest pre-launch content is almost always the most effective content anyway: storytelling, education, mission, traction, and honest progress updates. Avoid exaggerated promises, avoid “get rich” language, and focus instead on building belief in the business. Excitement is fine, exaggeration is not.

 The deeper truth is that equity crowdfunding investors don’t invest because your Form C is beautifully drafted. They invest because they feel connected. They invest because they have watched you build, and they want to be part of what comes next. Content is how you create that connection at scale, long before launch day.

The bottom line is that Regulation Crowdfunding is not just about filing and going live. It’s about building an audience that trusts you enough to invest, and that trust is built through familiarity over time. If you let people meet you now - through consistent, authentic content - then when launch day arrives, investing will feel like a natural next step rather than a cold ask.

 Coming next in Part 5: Launch week strategy, opening weekend momentum, investor champions, events, and how to convert a warm crowd into Day One traction.

To read Part 1 of the six part series, click here.

To read Part 2 of the six part series, click here.

To read Part 3 of the six part series, click here..

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Effectively Marketing Reg CF, Part 3: Build the Machine: Waitlists, Landing Pages, and Email Sequences That Turn Interest Into Investors

By now, the pattern should be clear: successful Regulation Crowdfunding campaigns don’t begin on launch day. They begin weeks earlier, when the founder is quietly building momentum behind the scenes. In Part 1, (link at end of article) we talked about the central truth that the crowd doesn’t magically appear first. In Part 2, (link also at end of article) we covered where early momentum actually comes from, which is almost always warm contacts and real human outreach. Now, in Part 3, we turn to the part founders consistently underestimate: building the infrastructure that captures attention and converts it into investment.

Even if you have a great product, a great story, and a supportive network, none of that matters if interested people simply slip away. Equity crowdfunding is not only about creating excitement, it’s about channeling excitement somewhere useful.

“The internet is full of people who are curious for thirty seconds and then gone forever. Your job before launch is to make sure curiosity turns into a relationship, and a relationship turns into action.”

That is why one of the most valuable assets in any Reg CF raise is an email list. Social media is helpful, but it’s also unreliable, because algorithms change and attention is fleeting. Plus, only a small part of your social media audience is fed each post, and then a smaller percentage sees it on their timeline. Email is different because it creates a direct connection that you control. When someone gives you their email address, they are raising their hand in a small but meaningful way. You want to catch that hand and keep the conversation going.

The simplest and most effective way to do that is with a pre-launch landing page. This doesn’t need to be a complicated website or a cinematic masterpiece. It needs to do one job: invite interested supporters to join an early investor list. A clear headline, a short description of the mission, and one call-to-action is enough. Think of it as building the guest list before the party, not trying to serve dinner before anyone arrives. And make sure to follow testing the waters rules.

A real waitlist is different from followers or likes because it reflects intent rather than casual interest. Someone who joins a waitlist is saying, “Keep me in the loop, I care enough to hear more.” Once founders build a waitlist, many assume the work is done until launch day. They think they can simply email everyone when the offering opens and investors will rush in. In reality, people need warming up, familiarity, and repetition before they invest. Launch day should not feel like a surprise announcement. It should feel like the natural next chapter in a story that supporters have been following.

This is where the pre-launch email sequence becomes one of the most powerful tools in crowdfunding. A strong campaign is rarely driven by one email blast, it’s driven by a thoughtful progression of communication over several weeks. Your early emails should tell the founder story and the mission, not scream “invest now.” As launch approaches, you begin sharing traction, progress, and what the round will support. By the time the offering opens, your audience should already feel like insiders.

Founders sometimes worry that sending multiple emails is annoying, but the opposite is usually true when the emails are valuable. Investors rarely invest the first time they hear about an opportunity. They invest after trust accumulates through repeated exposure and consistent communication. This is especially true in Reg CF, where many investors are everyday supporters rather than professional venture funds. They want to feel comfortable, informed, and connected before they act.

What about losing people off your email list? Will it happen? Probably. But as I always point out, why do you want people on your email list who unsubscribe when they hear something positive about your company? Do you really want people on your email list who have no interest in hearing about an opportunity to be an early supporter of your company? Are these really people who are going to otherwise support your company and buy your products? In some cases — yes. In most cases, they were just part of a number so you can brag about the size of your email list, but not someone who likely is going to buy your products or services long term. Someone who invests, on the other hand, is not only likely to purchase what you sell, but also likely to tell others they know about your company and your products.

I’ll take the people I can add to my mailing list from that investor category every day over someone who doesn’t even want to hear about an opportunity to support your amazing business.

Every piece of content you create during pre-launch should funnel back into this machine. Social posts, founder videos, podcasts, events, and outreach should all drive people toward the waitlist. Attention without capture is wasted, like pouring water into a bucket with holes. The purpose of the pre-launch machine is to hold that attention so it can be converted later.

When launch day finally arrives, this infrastructure becomes the difference between silence and momentum. Instead of launching into an empty room, you launch into an audience that has been waiting, reading, and following along. People invest early because it feels like the next step, not a cold ask. That early traction then creates the social proof that brings the broader crowd in afterward.

The bottom line is that Reg CF is not only about filing a form with the SEC and going live. It’s about building a conversion path before you ever open the doors. Warm outreach provides the spark, the waitlist captures interest, and email nurtures trust over time. Together, they create the machine that makes launch week work.

Coming next in Part 4: How to use content and storytelling to make investors feel like they already know you before you ever ask them to invest.

To read Part 1 of the six part series, click here.

To read Part 2 of the six part series, click here.

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Effectively Marketing Reg CF, Part 2: Raising $100,000 from Friends, Family, and Warm Contacts Before Launch (Without Making Thanksgiving Weird)

If Part 1 of this series (see link at bottom of this article) on marketing Regulation Crowdfunding offerings was the hard truth - that the crowd doesn’t magically appear the moment your Reg CF offering goes live - then Part 2 is the equally important follow-up truth: The first real momentum in almost every successful Reg CF raise comes from the people who already know you. Not strangers on the internet. Not paid ads. Not the mythical “crowd” that founders imagine is sitting around refreshing funding portal or broker-dealer webpages all day hoping a new offering drops.

The beginning of a crowdfunding raise is almost always funded by what you might call the warm circle: friends, family, former colleagues, neighbors, customers, business contacts, and the people who have known you long enough to answer a text message without assuming it’s spam. Founders sometimes resist this idea because they want crowdfunding to feel different. They want it to feel like democratized capital, powered entirely by strangers who discover the company on a portal and invest simply because the opportunity is compelling. And eventually, that does happen.

But not first.

The crowd doesn’t create momentum. The crowd joins momentum. And the first spark almost always comes from the people who already trust the founder. That’s not unethical. It’s not awkward. It’s not some secret trick. It’s simply how fundraising works, whether you’re raising money privately or publicly. The only difference is that in Reg CF, your momentum is visible to everyone, so the opening act matters even more.

A practical benchmark for many strong campaigns is trying to line up roughly $100,000 of likely early participation before you ever launch. This doesn’t mean that money is already wired somewhere. It means you have real conversations, and real people have said, in one form or another, “Yes, send me the link when it opens.”

Why does this matter so much?

Because crowdfunding operates on social proof. Investors are human. They look around to see what other people are doing. If a campaign launches and immediately shows traction, it feels alive. It feels credible. It feels like something worth joining. On the other hand, if a campaign launches into silence and crawls along for weeks, even interested investors begin to hesitate. They may not consciously think, “This offering is bad,” but they do think, “Why is no one else investing?”

Early dollars aren’t just capital. They are confidence.

The most powerful practical exercise a company can do at the beginning of pre-launch planning is something very simple: have every person on the team write down their closest one hundred contacts.

Not one hundred random LinkedIn connections. Not people they met once at a networking event in 2019. The closest one hundred means people who would actually respond if they reached out - people who trust them, respect them, or at least know who they are without needing a reminder. When teams do this exercise honestly, the results are often surprising. A five-person leadership group can quickly uncover five hundred warm relationships that could either invest directly or introduce someone else who might. That is the beginning of the crowd. Not the funding portal or broker-dealer. Not the algorithm. The humans who already exist around the founder.

Once you have that list, the next step is where founders sometimes go wrong. They assume the correct move is to send out a large, generic announcement blast - something like “Dear friends and family, we are raising money!”

Please don’t do that.

Nothing makes a founder sound more like a timeshare salesperson than a mass email that begins with “Hello everyone…” and ends with an overly enthusiastic link. Reg CF investing is not an impulse purchase. It’s a decision to support a business. The outreach needs to feel personal, human, and respectful. One thoughtful message sent individually will outperform fifty generic blasts sent into the void.

The best outreach is not a hard ask. It’s an invitation. A simple note works far better than founders expect, because people generally like being included early. Something as straightforward as, “We’re preparing to open an investment round soon, and I wanted you to be one of the first to know,” feels warm and appropriate. It doesn’t corner anyone. It doesn’t pressure them. It simply opens the door.

If the person is interested, they will ask questions. If they aren’t, they will politely decline. Both outcomes are fine. The goal is not to convince everyone. The goal is to identify the early believers - the people who will create the opening momentum that makes strangers comfortable joining later.

It’s also important to understand that the best result from outreach is not always an investment. Often, the most valuable response is an introduction. Someone may say, “I can’t invest myself, but I have a friend who would love this.” Those introductions compound quickly. Crowdfunding spreads through networks of real relationships far more effectively than founders realize.

Another key point is that this should not fall entirely on the founder’s shoulders. Many campaigns stall because the founder tries to do all pre-launch outreach alone, while everyone else on the team watches from the sidelines. This works much better when it becomes a structured team effort. Team members should have their own outreach lists. What about team members who don’t want to reach out to people they know to invest in the company they are part of? I’d seriously reconsider whether those team members should be team members if they don’t believe in your company enough to offer their connections an early opportunity to invest.

Your company should treat early momentum as a collective mission, not a solo burden. A simple tracking spreadsheet, while not glamorous, can make an enormous difference. Fundraising is pipeline management. You would never run a sales process without tracking leads and follow-ups, and you should not run a crowdfunding raise without tracking early investor conversations.

Timing also matters. Warm outreach doesn’t happen the night before launch. People are busy. They need time to read, think, ask questions, check finances, and sometimes talk it over with a spouse or advisor. The strongest campaigns begin these conversations weeks in advance, so that by the time launch arrives, there is already an audience waiting outside the theater.

And finally, it’s worth saying clearly what this is not. This is not begging. This is not pressuring. This is not guilting your aunt into investing her retirement account because you cornered her next to the mashed potatoes. This is inviting the people closest to you into something you’re building, if it fits them.

Most early supporters feel pride, not resentment. They like being part of the beginning.

The bottom line is simple: if you want the crowd to show up after launch, you must build momentum before launch. And momentum almost always starts with warm contacts. Make the list. Reach out personally. Have your team reach out personally. Build that first $100,000 of early support. I’ve had clients who did this right launch with hundreds of thousands of dollars committed on Day One. Because when you open the doors to the live offering, you want investors waiting outside - not silence echoing inside an empty room.

Coming next in Part 3: How to build the actual pre-launch infrastructure that converts attention into investment - landing pages, waitlists, and email sequences that work.

To read Part 1 of the six part series, click here.

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Effectively Marketing Reg CF, Part 1: The Truth Is The Crowd Doesn’t Show Up First

For part one of this six part series on marketing Reg CF offerings, let me start with an uncomfortable truth, because Regulation Crowdfunding is full of them.

 A Reg CF offering is not like putting a product on a shelf and waiting for customers to wander in. It’s not like opening a lemonade stand in the middle of the summer and watching the neighborhood form a line because, naturally, everyone has been thinking about lemonade all week. And it’s definitely not like posting “WE’RE LIVE!!!” on LinkedIn and having thousands of investors appear out of thin air, credit cards in hand, ready to fund your dreams.

 If only.

 Crowdfunding doesn’t work that way. Not in real life. Not in the real securities world. Not in the world where investors are cautious, distracted, and have approximately 400 other things competing for their attention, including their jobs, their families, and whatever Netflix just released last night. The biggest mistake founders make in Reg CF is thinking that the crowd shows up first. They don’t. The crowd shows up later, and only if they see something worth joining.

 A Reg CF raise is much closer to throwing a party than flipping a light switch. If you don’t invite anyone ahead of time, you’re not “launching a party.” You’re simply standing alone in your living room with a bowl of chips, checking your phone, wondering why nobody came. The chips are stale. The music is playing for no one. The vibe is… bleak.

 That, in crowdfunding terms, is what a cold launch looks like.

 Founders often imagine the process like this: you file your Form C, your offering is posted online and then the internet does its magical internet thing. Investors appear. Momentum builds. The raise closes. Champagne pops. Everyone hugs. A documentary crew follows you around for Season Two.

 In reality, the first few days of a Reg CF campaign often look more like this: your mom invests $500, your college roommate throws in $250, your CFO refreshes the portal page seventy-three times, and someone asks the question no one wants to hear out loud: “So… is this working?”

 Crowdfunding is not a magic money machine. It’s a momentum machine, but only if you build the engine before you hit the ignition.

 One of the defining features of Reg CF is that your progress is public. Unlike a quiet private raise, where commitments happen behind closed doors, crowdfunding is a scoreboard. If you are on a funding portal, anyone who lands on your campaign page can see how much you have raised, how many investors have participated, and whether the whole thing feels alive or abandoned.

 Humans, as it turns out, aren’t perfectly rational creatures. Investors don’t want to be the first penguin jumping into the ocean to see if there are sharks. They want to jump in after forty-seven other penguins have already gone in safely.

 So if your campaign is sitting at $8,200 after two weeks, with fourteen investors and an update that says, “We are excited to announce that we are excited,” that doesn’t inspire confidence. It doesn’t necessarily mean the company is bad. But crowdfunding is perception-driven, and the perception becomes: “If no one else is investing, what do they know that I don’t?”

 That’s why early momentum is everything.

 If Reg CF were a movie, your first week is opening weekend. And opening weekend determines whether your project becomes a blockbuster or quietly disappears into the streaming abyss, destined to be rediscovered years later in a documentary called Startup Dreams: The Reg CF Offering That Never Took Off.

 Successful campaigns almost always raise a meaningful amount early. A common benchmark is reaching twenty to thirty percent of your target within the first seven to ten days. Not two percent. Not “we’re building awareness.” Not “ads start next month.” Real traction. Momentum attracts momentum. That is the whole game.

 Think of crowdfunding like a bonfire. The crowd doesn’t show up with firewood and matches. The crowd shows up when they see flames. Your job before launch is to build the fire: early believers, warm contacts, committed supporters, a real sense that something is happening. The crowd is gasoline, not the spark.

 Here’s another analogy that founders understand immediately. Imagine you’re walking down the street trying to decide where to eat dinner. You see two restaurants. One is packed, buzzing, full of laughter, plates clinking, people clearly having a good time. The other is completely empty except for one lonely waiter staring into the void like a character in a French art film.

 Where do you go?

 Exactly.

 Even if the empty restaurant has better food, your brain screams, “Something must be wrong here.” Crowdfunding works the same way. Investors don’t want to be first. They want to join something already moving.

 And here’s the deeper truth: Reg CF is not just capital raising. It’s trust raising. Investors don’t invest because they memorized your valuation. They invest because they believe you’re credible, the business is real, the founders can execute, and other people believe too. A crowdfunding raise is a trust campaign disguised as a securities offering. That trust doesn’t begin on launch day.

 So what does it actually mean to “build the crowd” before you launch? It means you don’t treat launch day as the starting line. Launch day is the performance. Pre-launch is rehearsal, ticket sales, and filling the seats. Before you ever go live, you should already have a warm audience ready. You should have investors who have said, “Send me the link when it opens.” You should have an email list that isn’t just your own staff. You should have content circulating, conversations happening, anticipation building, all while following testing the waters rules and archiving your crowd building efforts.

 A practical benchmark that many strong campaigns follow is having at least $100,000 of likely investment commitments lined up before Day One. That doesn’t mean money wired into escrow. It means real human beings - names, faces, actual conversations - who have expressed genuine interest and intent. Because if you launch tomorrow, the question is not “Will the crowd invest?” The question is: who invests in the first seventy-two hours? If you cannot answer that with actual people, you’re launching into the void. And the void is not known for writing checks.

 Founders sometimes say, “We’ll market after we launch.” That is like saying, “We’ll invite people to the party after it starts.” Marketing happens before. Awareness happens before. Familiarity happens before. Launch is where you convert what you’ve already built. And the founder’s role in all of this is unavoidable. Crowdfunding is not passive. It’s not something you outsource entirely to a portal. The founder becomes the chief storyteller, the chief trust-builder, and frankly, the chief person-who-has-to-text-two-hundred-people. The founders who embrace that reality succeed. The ones who expect strangers to do the heavy lifting on Day One usually don’t.

 So here is the bottom line, stated plainly: a Reg CF offering is not a vending machine where you press “Launch” and money falls out. It’s a campaign built on momentum and trust. The crowd doesn’t arrive first. The crowd arrives when you have already built something worth joining.

Before you file. Before you launch. Before you start spending real money on marketing, ask yourself one simple question: Who is already standing outside the theater waiting for the doors to open?

 Because if nobody is outside, opening night is going to be very, very quiet.

 Coming next in Part 2: How to raise your first $100,000 from friends, family, and warm contacts - without feeling like you’re pitching a timeshare at Thanksgiving dinner.

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Who Are Equity Crowdfunding Investors?

My AI image generator made this “photorealistic” illustration of the title of this article. DO NOT ZOOM IN, especially to the stroller. I warned you!

My AI image generator made this “photorealistic” illustration of the title of this article. DO NOT ZOOM IN, especially to the stroller. I warned you!

Everyone is potentially an equity crowdfunding investor. That’s the beauty of the laws that made offerings under Regulation A (Reg A or Reg A+, it’s all the same) and Regulation Crowdfunding (Reg CF) legal.  You no longer have to go to rich people or those who are well-connected or to banks or lending sources to raise capital or to grow your company.

Anyone can invest.

Okay, technically there are some people who can’t invest. For example Kim Jung Un. He lives in North Korea and nobody in North Korea can invest because of sanctions and OFAC and “reasons.” But hey, you get the point.

That customer of yours who comes in every week to buy your product? He can invest.

The banker who helps with your accounts? She can invest.

That celebrity who happened to find out about your company and now wears your product? She can invest.

BlackRock? They can invest.

Your hard working loading dock workers that keep deliveries coming in smoothly? They can invest.

Your neighbor’s grandmother? She can invest.

 Keep in mind, with equity crowdfunding under Reg A or Reg CF, your company is responsible for finding your investors. There is no database of “Reg A investors” or “Reg CF investors” sitting around with their checkbooks out waiting to write a check. Then again, does anyone actually have a checkbook anymore?

 When you go on a funding portal to hold a Reg CF offering, a majority of their “1,000,000 investors” in all likelihood only invested in one deal – and that was because some company just like yours sent that investor to the funding portal to invest in their company. Most of those one time investors are not likely to even look at your offering.

 Let me repeat: your company is responsible for finding investors. Your company is responsible to drive traffic of potential investors to your online securities offering page whether it is on a funding portal, a broker-dealer website or on your own website.

 So who do you target? Who are the “investors” who will allow you to raise the capital your company needs to grow and prosper? I’m going to break down some groups to analyze, and bust a few myths along the way about who the best Reg A and Reg CF investors are.

 Let’s start with some broad categories:

 Institutional Investors

 Institutional investors are large companies or funds that typically pool a lot of other investors into one large basket and, because of their size and clout, account for a large percentage of public stock trading volume. Because of the large numbers involved, they can have a huge impact on individual stocks and the stock market as a whole. Examples of institutional investors are banks, insurance companies, mutual funds, hedge funds, and pension funds.

 Because institutional investors typically require immediately liquidity and often need to show a history of an ROI to justify the investment, you rarely see institutional investors playing in the Reg A or Reg CF market. That may change over time, but for now, I tell most of my early-stage and startup clients not to waste time chasing this category because it is very unlikely to be fruitful.

 Private Funds and Family Offices

 Private funds are pooled investment vehicles that are not required to be registered as an investment company under federal law. They are not publicly traded, but are typically run by professional fund managers. These may include hedge funds, private equity funds, and venture capital funds

Family offices are private companies that usually manage a very wealthy family's financial needs while assisting that family with sustaining and growing their wealth for generations.

 Private funds and family offices, in most cases, do not invest in early stage companies and startups because they typically have managers focused on low risk investments. While you occasionally find these groups investing in Reg A and Reg CF deals, it is usually because they have some ideological alignment or because they know someone at the company raising capital. Again, I tell most of my early-stage and startup clients not to waste time chasing this category unless they already have a connection to the private fund or family office, because the time put into trying to crack this market very likely will be better put to other use.

 Venture Capital and Private Equity

 Venture capital (VC) provides financial backing (and often much more such as expertise) to certain startups and small businesses in exchange for equity. Most VC firms raise money from investors and pool it to fund startups and early stage companies. While VC firms will invest in startups and small businesses, they typically want better terms than everyone else gets, and under Reg A and Reg CF all investors typically must be treated the same, so cutting a special deal to make a VC firm happy is not going to be in the cards.

Private equity (PE) is similar to VC in that a private equity firm buys stock in a private company that is not publicly traded to try to increase the company's value and then sell it for a profit. There is overlap between PE, VC and the funds discussed above. But the same issues I discussed above make most PE firms reluctant to invest in Reg A or Reg CF deals.

High Net Worth Individuals (“Angel Investors”)

High Net Worth (HNW) individuals, also known as “Angel investors,” are generally wealthy individuals investing their own money in startups or early-stage companies in exchange for equity or convertible debt. Angel investors often get involved in the early stages of a company's development, when more traditional financing options like bank loans are very limited. Angel investors are a huge part of the Reg A and Reg CF world, and are worth the effort to target as part of the equity crowdfunding marketing process.

“Retail Investors”

“Retail investor” is an investment banking term of art that basically refers to individual investors that are not investing hundreds of thousands or millions, but rather invest smaller amounts and usually only in publicly traded companies so there is liquidity. Retail investors usually invest smaller amounts of money infrequently, and they usually invest in their own funds. They often make their own investment decisions but rely on brokers to execute their trades.

Retail investors are a big target in the Reg A and Reg CF world, despite that they typically only invest in public companies.

Community or Passion Investors

The terms “community investor” or “passion investor” is not one you will ever hear on Wall Street. I use these terms, as do others, to refer to individuals who are not necessarily “retail investors” but will pull out their credit card and drop $100-$1000 in a company they love in a Reg A or Reg CF offering.

This group is the lifeblood of the online equity crowdfunding world of investors. 

Some of these folks have never made an investment before. Some will never make another investment again. But the classic example of one of these investors is someone who uses your company’s product, loves that product, tells their friends or social media followers about your product because of their passion, and then gets an invitation from your company to invest in a Reg CF or Reg A offering.

They are already passionate. They are already a part of your community. They are excited that they can take a small amount of money and be a part of your company and future success.

Tapping into this group of investors, if you have such a group, is the true magic of online equity crowdfunding. That community or passion investor will not only invest their own money, but they will help spread the word to others about the investment opportunity, and will help you sell even more of your products, now that they have a vested interest in the future of your business.

Now, let’s look at more specific categories of the investors your company needs to reach out to. Most of these fit into the Angel Investor, Retail Investor and Community or Passion Investor categories. The first four categories below will make or break your Reg A or reg CF offering. If you are able to also tap into the fifth and sixth categories, you have a great chance of success at raising the capital you need with equity crowdfund.

This is how I advise my clients to break down their equity crowdfunding marketing outreach plan.

1. Founders, Management and Directors’ Friends and Family

This is the first group to reach out to. By far, this is the lowest hanging fruit. You have been building a business, your friends and family have heard about it and have seen your successes. You should be proud to go to them and offer them the opportunity to be a part of what you are doing!

This goes for all of your founders, managers, directors and others who already have a vested interest in the company. If they are not willing to ask their friends and family to invest and grow with you, are they really that committed to your business?

2. Employees and Others Your Company Works With

This is often overlooked, but should not be.  It is the closest thing to the first category you will get. They work with you, they see what you are doing, why not give them a chance to invest in what you are doing together. Also, why not have them reach out to their friends and family also? I have seen companies raise hundreds of thousands just from the first two groups listed here.

3. Your Company’s Customers, Clients And Email Lists

This is the category equity crowdfunding was built for. If you have a large enough group of happy customers and clients and a big group of people who have opted in to your email marketing, this is an opportunity to raise all of the money you are looking for.  That person who loves your brand, buys it religiously, talks about it on social media? They may never have invested in anything before, but ask them to invest a few hundred dollars in the company they already love and get in at an early stage... this is the goldmine of Reg A and Reg CF.

4. Your Company’s Social Media Followers

This group is very similar to your customers, clients and email list, and there will be a lot of overlap with that group. People who affirmatively chose to follow your company are also a great source of potential investors. Typically, this group does not convert at the same high percentage as the category above because (a) they are generally not as passionate and (b) because of social media algorithms they may not see your posts about investing, but they are a valuable group to go after. The best part about social media followers investing is that they are very likely to amplify your message to their social media friends. Spreading the word outside of your sphere of influencer is important to every equity crowdfunding offering.

5. The General Public

Obviously, this is what most people think of as the “crowd” they are going after to invest. Why stick to thousands of rich people when you can choose from hundreds of millions of potential investors around the world!

The problem is...how do you get your message in front of hundreds of millions of people. With friends and family, customers and clients, and social media followers – you can reach a very targeted audience of warm to hot leads at virtually no cost. Reaching millions of people you do not know requires marketing, public relations, ad dollars, influencer outreach or other means that cost money. And it can cost a LOT of money. I have clients who are generating $3-$4 per $1 of digital ad/PR/paid outreach spend. I also have had clients who did not generate $1 for each $1 spent. Success depends on many factors – what is your business about, what is your messaging, who is running the ads, are you targeting the right people with ads, what is content of the ads, where they are placed, etc. It's fascinating data when you comb through it, and there really is an art to it as well as a science.  

But if you have to rely on this category of investors for success with Reg A or Reg CF, you are facing a lot of expense to raise the capital you need.

6. Funding Portal “Investor” Lists. While the online sites may tell you differently when they brag about their huge list of investors to get you to use their platform, the reality is you are building their investor list sending them your clients, customers, friends, family and social media followers, and you are paying them often 6-8% of the money you raise from people you sent to them that they will market to for every other company that hires them.  My experience has been that the funding portals may bring you 5-10% of the money your raise from their audience, but they will even show your offering to their audience until you have hit some benchmark from your own crowd – usually $50K-$100K.

Put simply, if you think you are going to raise $1M from a funding portal’s investor base and none of that is going to come from your own group of possible investors, you are in for a very unpleasant surprise in most cases.

7. Paid for investor lists. Not to insult people who market these “lists of investors” or “Lists of high net worth individuals” but, in my experience, every single client who has spent money on one of these lists (against my adamant recommendation to not waste their money) has raised very little or no money from them. I’ve never had a client even raise the cost of the list from the lists. Maybe there is a list that works out there, but in all my years of helping clients raise capital, I have not seen one yet that was worth paying for.

There you go. Understanding who Reg CF and Reg A investors are is the first step to doing equity crowdfunding right. Learning who to reach out to, when to reach out and how to reach out is part of the magic of Reg A and Reg CF.  These laws are incredible tools when used correctly, but they are not magic wands that make investors appear like a rabbit out of a magician’s hat. Strategic targeting of the right possible investor at the right time is the key to initial success, and continuing to leverage your strategy is the secret to overall equity crowdfunding success!

#regulationA #RegA #RegCF #regulationcrowdfunding #equitycrowdfunding  #crowdfunding #RegAPlus #funding #capitalraise #fintech #JOBSAct #capitalraise #smallbusiness #smallbusinesstips #securities #securitieslaw #equity #StartupLife #startups #marketing #securitiesfraud #marketingsecurities #generalsolicitation #506(c) #regD #regulationD

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.

Marketing Securities Online Is Different From Marketing Everything Else: Three Basic Rules To Follow To Avoid Trouble

I’m not sure that my AI image generator could possibly make a creepier person than this guy

Since the advent of the intertubes, we live in a world of constantly being marketed to. Back in the “good old days” it used to just be TV and radio commercials, junk mail in the mailbox and ads in newspapers and magazines. You could easily avoid or ignore them. You could change the station on the radio when commercials ran. You could fast forward past taped TV ads in shows, or switch channels while watching live. Newspapers had ads, but your eyes knew to ignore them. But today, wherever you are online, it’s impossible to not be bombarded by ads. They are everywhere, and they are so well done that sometimes you do not even know you are seeing or hearing an ad. 

This is truly the golden age of marketing. So much data is available that you can literally drop an ad in front of a group of people online in your exact customer demographic  and have that ad tailor made for your product or services, then have that ad follow them everywhere they go online. Nearly everyone buys things online now, and we never have to look far to find what we want because the wonderful people at Google and Meta and Microsoft mine so much data that they can have an ad in front of you in seconds after you showed even the most remote indication that you are interested in buying something. 

With the passing of the JOBS Act in 2012, we suddenly had the ability to sell something else online – investments in private companies and startups. Small businesses had a new tool to raise capital and the restrictions against advertising that existed for more than 80 years were gone. The prohibition against the general public investing in startups and small businesses that were not publicly traded were gone.

So why has this golden age of marketing not allowed free-wheeling, Katy-bar-the-door marketing of these securities online? Sure, we see ads for companies raising capital, but why are these ads so limited in what they say, or how they look?

This article will explore some of the reasons why marketing securities online is not as easy as marketing almost anything else online. It will also delve into some tips on how to stay out of trouble when your private company decides to sell securities using marketing and advertising online and in traditional media.

For the most part, this article will discuss three methods of raising capital online: Reg A, Reg CF, and reg D, Rule 506(c) which are all parts of the 2012 JOBS Act. Some of what I write may apply to all securities in general, but I’m mostly focused on how small businesses raise money online under these three JOBS Act laws to raise capital to try to become big businesses.

The First Step: Avoiding “Securities Fraud” in Marketing

I know what you’re thinking. “I’m not committing fraud, I’m just running an ad to try to sell stock in my company!” The reason rules for marketing securities are different from the rules about selling almost anything else online is that if you screw up in your online securities ads, you may be guilty of what federal law refers to as “securities fraud.” You could face civil penalties. You could face lawsuits. You could go to jail. This is serious stuff. Imagine running a relatively innocuous ad about how your company’s new T-shirts are the best and most comfortable T-shirts in the world, and having someone knock on your door and arrest you. That never happens. But say that the stock you are selling in your company is the best investment in the world, and you can expect a knock on your door, or more likely a nasty letter from a state or federal securities regulator before a knock.

Securities fraud under federal law is the misrepresentation or omission of information to induce investors into purchasing securities. The primary applicable federal law is Rule 10b-5 of the Exchange Act of 1934. Rule 10b-5 states that criminal and/or civil liability may occur if (a) there was a misrepresentation of a material fact (2) done knowingly (3) that a securities purchaser relied on and (4) the reliance on the material misrepresentation caused a loss.

In addition, state governments may also impose civil and criminal liability on those engaged in securities fraud based on state laws. But for the most part, if you follow the federal law as it applies, you will almost always be in good shape with state laws.

The key here that makes securities marketing different is the absolute prohibition on misrepresentation in your ads. We have all seen ads for cereal, shoes, cars and almost every consumer good that say things we all know are simply not true. Companies selling products and services have, for decades, been given some leeway for “puffery” or certain exaggerations of marketing claims. The courts tend to use this test, or something similar, to walk the fine line between puffery and false advertising: Is the claim “blustering and boasting that no reasonable consumer would rely on?” If so, it is puffery and not false advertising. One court said “a general claim of superiority over comparable products that is so vague that it can be understood as nothing more than a mere expression of opinion” is puffery, and not false advertising.

Unlike the rest of the marketing world, there is no place for “puffery” when marketing securities. Don’t expect the general rules of puffery above will be used when the SEC, a state securities regulator or a competitor makes a complaint or starts an investigation into a potentially false or misleading statement.

Under securities laws, you must be clear to not be false or misleading in any manner. When you plan to make any statement, or use any language or graphics in any marketing material, review it in the most critical fashion you can – not in the most favorable manner. Assume the regulator or court will construe it in the worst manner possible, not in a manner favorable to you. If it could be considered misleading, don’t take any chances. Do not use it.

You do not want that knock on your door.

Here are the three basic rules to avoid committing securities fraud. Of course, there are just guidelines. In all instances, get legal advice from a securities lawyer.

Basic Rule 1: Be 100% truthful and use verifiable facts in all marketing communications

Ads, interviews, social media posts, emails and every other form of marketing need to be 100% truthful and all statements presented as facts must be 100% verifiable as true.

My basic rule is... if it could be read in any way as being misleading, do not say or use it at all. There is no reason to take a chance. Securities regulators do not care about “puffery” and will look at any statement that exaggerates, even if it is not believable at all, to be a false or misleading statement and a violation of securities laws.

Basic Rule 2: Use Qualifying Words and Terms When Giving An Opinion

If you have to discuss anything uncertain (I’m not talking about something false or misleading) make sure you qualify your statements.

For example, if you want to talk about your product being the best in the marketplace, understand the fine line between these two statements:

(1) We have the best product in the marketplace.

(2) We believe we have the best product in the marketplace.

The second statement is clearly an opinion, and while it is best to avoid even these types of statements when discussing a securities offering, sometimes it happens anyway, especially in a live interview. In those cases, be sure to qualify your statement with “we believe” or “we feel” or similar language. It’s not a perfect defense, and if the words after the qualifying statement are false or misleading, then qualifying it will not help. But always train yourself and your marketing team to qualify any opinion statement that cannot demonstrable be proven as fact to give your company the best chance to avoid problems.

Again, review all securities marketing statements in the most critical and negative way before using them because that is how a regulator or court will read them. They do not care if you interpret what you said differently. Your opinion as to how it could be interpreted the way you want it to be interpreted means nothing in this context. That is not how a regulator will interpret it.

Basic Rule 3: Try to avoid making statements about future projections unless there are lots of disclaimers and qualifying language

Projections of future sales, revenues, profits, etc. are rarely accurate, despite everyone’s best efforts. Once those projections are made public, they become fodder for regulators and plaintiff’s lawyers to make claims that you promised something that was false or misleading. It’s better to stay away from projections altogether. I almost always advise my clients to not use projections at all to promote the sales of their securities because of their uncertainty and the potential liability. But in circumstances where projections are used despite the great risk they bring to the table, there should be significant and thorough disclaimers surrounding the projections if they are in writing. If used in a media interview, they should be tempered by qualifying words and language – and best to do so in excess of what I discussed above given that you are talking numbers that people will rely on to make investment decisions.

But in my opinion, the best policy is to not use projections at all when marketing securities.

#regulationA #RegA #RegCF #regulationcrowdfunding #equitycrowdfunding  #crowdfunding #RegAPlus #funding #capitalraise #fintech #JOBSAct #capitalraise #smallbusiness #smallbusinesstips #securities #securitieslaw #equity #StartupLife #startups #marketing #securitiesfraud #marketingsecurities #generalsolicitation #506(c) #regD #regulationD

This article is not and should not be considered legal advice. Yes, I am a securities lawyer but no, you did not hire me to provide you with legal advice. In all cases, consult with your own lawyer as every legal situation is unique and do not rely on my educational and informative article as legal advice.