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What are Amendments?

Overview

Almost all changes to your live campaign require a re-filing with the SEC. This change to your live campaign / Form C is called an amendment. Amendments are either material or non-material.

Material amendments

A material amendment is a change a reasonable investor would consider important in deciding whether to invest. Examples include:

  • Changes to the planned use of proceeds of the offering

  • Changes to the directors, officers, and executives of the issuer (please keep these updated throughout your raise)

  • Changes to controlling owners (greater than 10% for Reg A+; greater than 20% for Reg CF)

  • A change to the closing date

  • A change to the maximum or minimum funding goal

  • Changes to perks that reduce their value

There is a $1,000 fee for material amendments. Material changes can be combined and filed together as a single amendment to reduce costs — for example, two material changes can be filed as one amendment to avoid two separate $1,000 charges.

Material amendments require all outstanding investors (anyone whose funds have not been disbursed on) to reconfirm their investment within 5 business days of filing, or their commitment is cancelled. We send three separate reminder emails before the deadline. To reduce the risk of losing investors, we recommend initiating and approving a disbursement before filing a material amendment.

Changing terms mid-campaign

Pre-disbursement, the terms of the offering can be changed via a material amendment and reconfirmation of all outstanding investors. Post-disbursement, terms cannot be changed — changing terms after an initial disbursement would require a new offering. Terms include, but are not limited to, share price, valuation, security type, and the material rights of the securities offered (bonus shares are an implied term, since they effectively discount the share price).

Non-material amendments

Non-material amendments are generally any amendments not considered material. StartEngine does not determine whether a change is material, so we recommend consulting your legal counsel. If you're unsure, reach out to the Campaign Management team or submit your amendment via your Issuer Dashboard under the “Amendments” tab.

Campaign page edits

As a general guideline, campaign page edits are generally not allowed or recommended during a live campaign. If a change is needed, note that any campaign page updates requiring a material amendment are subject to the $1,000 material amendment fee, separate from any costs of making the page update itself.