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What happens after my fundraising application is accepted by Republic?
Once accepted by Republic and upon agreeing to our Terms, each company (known now as an “Issuer”) will need to provide Republic with and file certain information in an “offering statement” known as a Form C. Form Cs are filed with the SEC on the EDGAR platform. In order to submit a Form C and other filings with the SEC, the Issuer must first obtain a filing code, known as a CIK number. SEC filings should be prepared with the assistance of your lawyer and accountant.
Republic cannot provide legal or accounting services, but contact us if you need referrals to providers of these services.
Companies accepted by Republic can work on their Republic offering page and Form C disclosure at the same time. However, the offering page cannot go live until a Form C has been formally filed with the SEC.
Key information an issuer must disclose on their Form C includes:
- Price to the public or the method for determining the price, the funding goal, the expected closing date, whether the Issuer will accept investments in excess of the funding goal, and procedures for an investor to cancel an investment commitment;
- Specified information about the Issuer and its officers, directors and 20% or more stockholders;
- A description of the Issuer's business, including ownership and capital structure, and use of proceeds from the offering;
- Description of the rights, restrictions, and limitations on any securities outstanding or being offered by the Issuer, including debt securities;
- Material factors that make an investment in the Issuer speculative or risky;
- Description of the business and the Issuer’s business plan, the current number of employees of the Issuer, a description of any material indebtedness, and the use of proceeds from the offering;
- Description of business transactions between the Issuer and its founders or management team (known as “related transactions”);
- Description of the Issuer’s financial condition, including a narrative discussion that includes a discussion of liquidity, capital resources and historical results of operations and a discussion of each period for which financial statements are provided (see below) and a discussion of any material changes or trends known to management in the financial condition and results of operations of the Issuer subsequent to the period for which financial statements are provided;
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Annual financial statements of the Issuer prepared under U.S. GAAP (including each of a
balance sheet, income statement, statement of cash flows, statement of stockholders
equity and notes to the financial statements) covering the shorter of the two most
recently completed fiscal years of the Issuer or the period since the inception of the
business – with such financial statements certified, reviewed or audited by a CPA,
depending on the amount of crowdfunding securities offered and sold during a 12-month
period, as follows:
- For companies offering $124,000 or less, financial statements certified by the principal executive officer to be true and complete in all material respects, as well as disclosure of the total income, taxable income and total tax as reflected in the company’s federal income tax returns certified by the principal executive officer;
- For companies offering more than $124,000 but not more than $618,000, financial statements reviewed (but not audited) by a public accountant that is independent of the company;
-
For companies offering more than $618,000 (but less than the $1.235 million aggregate
cap):
- If the offering is the company’s first offering under the crowdfunding rules, financial statements reviewed (but not audited) by a public accountant that is independent of the company; and
- If the offering is not the company’s first offering under the crowdfunding rules, financial statements audited by a public accountant that is independent of the company
- If reviewed or audited financial statements are available to the Issuer, the Issuer must provide the reviewed or audited financial statements even if any lesser requirement would otherwise be available.
Please note the utmost importance of ensuring that information on your Form C, offering page and related SEC filings is accurate and complete. If there is a material change after filing, you must amend Form C to include any material changes to prior information or new information that investors may consider to be material to their investment decision.
What is a CIK Number
To file a Form C, you need a SEC filing code called a CIK. If you don't have a CIK yet, it can be obtained during preparation of your Republic campaign.
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