TL;DR: Don’t include any terms of your offering – direct people to your Wefunder pitch. Avoid hyperbole and misleading info.
The SEC has a bunch of rules on advertising your raise, both on and off Wefunder’s platform. They’re meant to ensure that all prospective investors get the same info about your offering – that your pitch on Wefunder is the single source of truth. But rallying your community is obviously key for a crowdfunding raise!
We'll walk you through how to market your campaign and bring in investors while staying off the SEC’s list of troublemakers.
When can you start advertising?
You'll now be able to start advertising your offering right away – under a “testing-the-waters” provision. This means as soon as your Wefunder pitch is ready, you’ll be able to start publicizing it, without waiting to file your Form C! However, you’ll need to include a couple of bullet points in these communications in order to keep the SEC happy (*see below) plus keep a record of these communications, since you'll need to be filed them alongside your Form C. Of course, avoid hyperbole and any statements that are misleading / can’t be backed up by facts.
*Include this information in your early communications!
Every communication you do using “testing-the-waters” (ie., before you file your Form C) must include the following information:
We are 'testing the waters' to gauge investor interest in an offering under Regulation Crowdfunding. No money or other consideration is being solicited. If sent, it will not be accepted. No offer to buy securities will be accepted. No part of the purchase price will be received until a Form C is filed and only through Wefunder’s platform. Any indication of interest involves no obligation or commitment of any kind.
If your communication is in a character-limited medium such as Twitter, you can instead use the following disclosure and link:
See here for important legal disclosures.
What can you include in your communications?
Your best option is “non-terms” communications.
These are “soft” ads or communications that don’t include any terms of your offering. The gist should be “We’re crowdfunding! Get the deets and invest via Wefunder,” and then the link to your pitch. By law, all of your advertisements must include the link to your Wefunder pitch.
Feel free to also mention your company’s mission, the founding story, etc. You can also include any concrete metrics of your past success and growth.
The 2 things to avoid here are hyperbole and misleading statements (“The BEST donuts in the world!”) and any offering terms.
What do we mean by offering terms? These should not appear in “non-terms” communications:
1. The number of securities you’re offering;
2. The type or nature of the securities (i.e., debt or equity, common or preferred, etc.);
3. The price of the securities; and
4. The closing date of the offering period.
5. Your planned use of the funds
6. Your progress towards meeting your funding target
Examples:
✔ An “Invest in Us” button or banner on your website.
✔ A flyer that says “This is huge. SunSipz is thrilled to invite our patrons to invest in our business. We’ve loved serving our community for 5 years and want to share our success with those who’ve supported us. Check out our Wefunder pitch to see the details and invest! www.wefunder.com/sunsipz”
✔ A Facebook ad that says “We love our customers more than anything. That’s why we wanted to give you all a chance to invest in our restaurant. Check us out on Wefunder.”
❌ A Facebook ad that says “We are fundraising on Wefunder. Early bird investors will receive a discount rate of 90%. To get a guaranteed return on investment, invest here.”
❌ A tweet that says “We’re going to bigger than Dunkin' Donuts by next year – invest today!”