All Campaign Page Updates are reviewed by a member of the Compliance team before they're published. If you have additional marketing material you'd like a Compliance team member to review, you can reach out to your Campaign Manager directly or email hello@startengine.com for assistance.
The SEC has strict guidelines about what companies can and cannot say when marketing Regulation Crowdfunding offerings. Because of this, all marketing materials for Reg CF offerings must be reviewed by the StartEngine team before being made public.
Marketing materials include anything that helps to make the broader public aware of your offering. Think social media posts, email blasts, videos, digital ads, etc. Even the campaign updates you post on StartEngine itself must be reviewed by our team. As a rule of thumb, if you're typing something that possible investors will see, you should have the material reviewed.
StartEngine's review team looks for obvious and overt violations of Regulation Crowdfunding rules. You should always have your lawyer review all communications as well; StartEngine does not guarantee legal certainty, and we do not provide investment advice.
Here Are Some Things to Consider Before Submitting:
Words and Phrases to Avoid
Generally speaking, the SEC doesn't want you to misrepresent your offering to investors. And whether a marketing release is compliant or not generally boils down to a number of keywords or phrases that a you should look to avoid:
"We will..."
"Guaranteed"
"No Risk"
"The best"
"Most Profitable"
"Definitely"
"Don't Miss Out"
"Last Chance"
"One of a kind"
"Premier"
"Best in Class"
"High-Quality"
"High-Returns"
A common mistake is using superlative terms like "the best" or "most profitable." Additionally, avoid words that indicate certain commitment like "guaranteed" and "definitely."
Opt for conditional verb phrases like "We intend to..." or "In the future, we could..." Avoid using a certain future tense like, "We will definitely expand..." or "We will make revenue..."
Seven Best Practices to Remember
Remember that you are attempting to bring on a legion of new investors into your company; your future investors could hold you accountable for any promise you make.
Therefore, you should always operate with a spirit of openness and transparency. Here are a few best practices to keep in mind:
The One Rule You Might Certainly Mess Up (Terms vs. Non-Terms)
The SEC permits two types of marketing materials: (1) materials that include terms and (2) materials that do not include terms. These are mutually exclusive. You cannot make a non-terms ad with terms in it, and you cannot make a terms ad with non-terms in it. You cannot mix and match.
This is the one rule we suspect you might slip up on while producing materials. We've seen it one too many times before! Therefore, please take note of what comprises a Terms marketing material, and what comprises a Non-Terms marketing material, and don't ever mix them.
Terms are:
Price per share
Nature of securities
Closing date
Amount of securities offered
Statement as to the number of days left in the campaign
Offering goal in dollars
Non-terms are:
Anything that's not on the list above! Consider Non-terms advertising your more creative advertising; freely discuss the nature of your business.
The most common terms to reference are the price per share, closing date, or statement that indirectly indicates the closing date of the campaign. If you intend to reference these terms, remember you cannot reference anything that is not on the terms list as well.
How to Submit for Approval
- Send an email to hello@startengine.com or your designated consultant with subject line
AD REVIEW - [COMPANY NAME] - [CAMPAIGN NAME] - Include the following three details within the body of the email:
A. RELEASE DATE
When you plan to send out the material.
i.e. September 1, 2017
B. DATE OF CAMPAIGN CONCLUSION
When you plan to stop sending out the material.
i.e. September 15, 2017. Write "Ongoing" if this campaign has no prospective end date.
C. TARGET AUDIENCE
To whom you plan to send the material.
i.e. Our pre-existing community, our Facebook group, new audiences
Example email copy:
- Attach the materials. We prefer .PDFs and / or screenshots of the actual material in context. If you're sending an email, show us what the entire email will look like. Images and logos matter in context, so attach everything you can.
- Approval will be provided within 48 hours. Please withhold from sending any communication that uses the material until you receive StartEngine sign off.
Attachments:
- 🔗 Screen Shot 2017-12-12 at 5.00.24 PM.png (97.9 kB)