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The Form C

Filing the Form C is a requirement for any company looking to raise capital by equity crowdfunding through Regulation CF. The Form C is the key element to a Small OPO and it is actually quite straightforward once you break it down and understand the purpose.

StartEngine has integrated the information required to complete the Form C into our site, allowing you to answer questions about your company and ultimately populate the form required to file with the SEC.

The Basics

What is the Form C? The Form C is the document that details your Small OPO offering. Think of the Form C as a tool for potential investors to evaluate and study the offering. Investors need to understand the background of your company, the risks that come along with investing in your company, and how you plan to use the money you raise. The Form C is filed (by StartEngine) on the SEC website before your campaign can go live.

How do I create the Form C? Fill out each tab in the on-boarding process and submit the campaign for StartEngine review. Once approved, our system will populate the Form C from the information you entered, and we will file it for you online with the SEC.

What should I do first? We suggest that you read this guide. You should also review current campaigns on StartEngine to learn more about how to complete the required information. We also suggest that you seek advice, as needed, from an attorney and accountant.

Overview of Best Practices Within Each Section of On-Boarding

The Basics tab

This should be straightforward, if you have a video, then write the entire transcript of what is said in the video.

The Story tab

Think of this as a simplified business plan. Investors want to understand what your company does and what your plans are for the future. Check out the many existing campaigns on StartEngine to learn more.

If you work with a company like CrowdCheck and have an official due diligence report, then you can link it within this section.

The Team Section

We offer details of exactly what to include, but remember that these bios need not be essays. A concise paragraph should do the trick. Remember to account for the past 3 years. You can even utilize information from LinkedIn.

The Legal tab

Risk Factors: This is one of the most important sections on the Form C. This section should be in depth enough so that potential investors fully understand the risks that come with investing in your company. Risks should be specific to your company and industry. Risks include:

Is your company operational yet? Is there a “going concern” paragraph in the audit opinion (if your financials are audited) or in your financial footnotes?

Do you only have one product?

Is the product or service new?

Do you have a very small team, or team members who have other responsibilities (like a full-time job)?

Is the company completely reliant on one person or a couple of people?

Is the company a “money pit”?

Competition

Are you dependent on another entity?

Who set the valuation of your company?

Rights of investors

Where is the money going?

Do you have unprotected intellectual property?

Everyone can be hacked

Projected financial data is frequently inaccurate.

The Financial Tab

Ownership and Capital Structure and Rights of the Securities: In this section you list all individuals that have voting power in your company. You need to briefly describe how these securities are different than those you are offering to potential investors. For example, the investors in your Small OPO may not have voting rights and there are restrictions on how the shares can be transferred.

Financial Statements, Financial Condition, Material Indebtedness: In this section you will provide a bit of context for your financial statements that are attached later in the Form C. You want to give investors an idea of how your company has performed in the past, how you might grow your company, or raise additional money in the future.

Recent Offering of Securities: This is the place to list any other securities offerings from the past 3 years. Examples include a previous Small OPO campaign or a Title II offering.

Valuation: If you have not established a formal valuation, you should say so! For example, “We have not undertaken any efforts to produce a valuation of the Company. The price of the shares merely reflects the opinion of the board as to what would be fair market value.”

Use of Proceeds: In this section you are simply listing how you will spend the money received from your Small OPO. You should list exact numbers or percentages as investors find this sort of breakdown helpful.

Why do we ask about Irregular Use of Proceeds? We think investors should know if the majority of your proceeds will go to the CEO’s salary. This is not prohibited, but as you can imagine, investors will want to know about this.

Regulatory Information

Investors need to know if you have been involved in any indiscretions associated with a previous Small OPO.

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* These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure, or prevent any disease.

* These videos and statements have not been evaluated by the Food and Drug Administration or Ad9x, and do not represent claims of Ad9x Holdings, LLC, Ad9x Pharmaceuticals, LLC, Ad9x Nutraceuticals, or any of Ad9x Holdings LLC, including its successors and or assigns as their interests may appear, or any of its or their, owned or majority owned portfolio companies. These products are not intended to diagnose, treat, cure, or prevent any disease. Watch each of the videos at your own risk and seek the advice of a licensed health professional before any use. Determine all adverse drug or food reactions by consulting an expert health professional licensed to decision as such.

* WARNING: These products contain raw ingredients, heavy metals, trace minerals & chemicals (including aluminum, lead, chromium and iron), known to the State of California to cause cancer and birth defects or other reproductive harm.

Ad9x.com® is not an operating network that provides a platform for start up, existing businesses, projects, ideas, patents and/or fundraising to connect with funding sources hereto or otherwise. Ad9x is a Media company preparing a pre revenue business plan for Ad9x Holdings, LLC to purchase minority equity stakes in a select group of broker dealers and other financial trading entities. Ad9x expects to file for Registered Investment Advisory status as an RIA directly in its subsidiary investment in Ad9x Asset Management and Ad9x Capital Group that are the General Managers of Limited Partnerships formed within Ad9x. Ad9x will partner with a select group of Ultra High Net Worth Family Offices, Asset Managers of Sovereign Nations and Public or Private Limited Partnerships that represent investments under their own independent written investment guidelines. Each ultimate equitable owner in Ad9x Holdings, LLC takes a minority interest in each new Holding company, General Partnership or Limited Partnership formed as a business combination unit or "new entity" to continue operations under the direction of the entities and management teams formed therein. Ad9x.com® is not a registered broker-dealer, financial entity and does not offer investment, legal or accounting advice or offer any advice on the raising of capital through any securities offering or other entity whatsoever. Ad9x.com® does not provide funding or make any recommendations or suggestions to an investor to make an investment in a particular company nor take part in the negotiations or execution of any transaction or deal. Ad9x.com® does not purchase, sell, negotiate execute, take possession or is compensated by securities in any way, or at any time, nor is it permitted through our platform. We are not an equity crowdfunding platform or portal. Individuals and Institutions that proceed forward directly with Ad9x Holdings, LLC and or any entity, hereby indemnifies and holds harmless Ad9x Holdings, LLC, its officers, directors, employees, affiliates, its or their successors and or assigns or as their interests may appear herein or otherwise on a transaction or series of transactions for so long as they are profitable. Ad9x may cancel or abrogate any agreement at its sole discretion.

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None of the Ad9x Holdings, LLC companies or any of its affiliates (collectively the "Ad9x Holdings Group") or any of their employees accepts or considers unsolicited submissions of any kind, including ideas for proposals, suggestions for scripts, treatments, concepts, music, compositions, events, new technologies, processes, materials, services, advertising or promotion campaigns, (collectively "unsolicited submissions". Please do not send Unsolicited Submissions to us or any of our employees or affiliates. We do not treat Unsolicited Submissions as confidential and have no obligation to review, keep, acknowledge or return the submission or any related materials. Any Unsolicited Submission shall become the sole property of Ad9x Holdings, LLC. Any submission may be deleted or discarded at the sole discretion of our Chairman Emeritus - R. Clark Cotton, Sr., Global Head of Mail Room and Package Acceptance.

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* Ad9x Holdings, LLC owns a minority stake in (Ron Miller, Executive Chairman and Howard Marks, CEO) - Start Engine Primary, LLC above *

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