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What is a COVID-19 Offering?
In May of 2020, the SEC released special conditional rules for certain companies that launch Reg. CF campaigns between May 4, 2020 and February 28, 2021. These rules can apply to these deals through September 1, 2021 per the SEC's extension of the COVID-19 rules.
If a company has been adversely impacted by COVID-19, and is approved to take advantage of the conditional rules by Republic's investment committee, their campaign on Republic will be subject to slightly modified rules:
Requirement Regular CampaignCOVID-19 Campaign
Issuer Eligibility
The exemption is not available to:
- Non-US issuers;
- Public reporting companies;
- Investment companies;
- Blank Check companies (SPACs);
- Issuers deficient in Form C-AR filings; and Bad Actors.
Must meet all Regular requirements and:
- Must be formed at least 6 months before Form C is filed;
- Cannot be have failed to meet the Form C-AR filing and listing on their website requirement.
Campaign StartUpon complete Form C filed with appropriate financial statements attached.Upon filing of a Form C which can be made without financial statements.InvestmentsCan be cancelled or lowered anytime until 48 hours before a closing unless a material change occurs in the last 48 hours.Cancellation timelines are determined by the Form C, may be only 48 hours to cancel or lower an investment.Sales permitted (closings)After target amount is met and a closing or the deadline occurs.Cannot occur unless and until financial statements are provided.
Early ClosesAfter target amount has been met and 5 business days’ notice provided.If financial statements are provided, the target amount is met and relevant investments are not cancellable.
Financial Statements
(Looking at campaigns in last 12 months to determine Maximum Amount)
- Maximum Offering Amount < $107K – GAAP + Self certified;
- Maximum Offering Amount up to 1.07M (first time) OR up to $535K (second time) – GAAP + Review; and
- Maximum Offering Amount $535K < 1.07M (first time) – GAAP + Audit.
- Maximum Offering Amount < $250K – GAAP + Self certified;
- Maximum Offering Amount up to 1.07M (first time) OR up to $535K (second time) – GAAP + Review; and
- Maximum Offering Amount $535K < 1.07M (first time) – GAAP + Audi.