Advertising and marketing are crucial for Regulation Crowdfunding offerings. As the old sales adage goes – “Securities are sold, not bought.” But marketing an offering compliantly is just as important as the marketing itself, as few activities can get an issuer in regulatory hot water faster than running afoul of the SEC’s rules on promoting an offering.
Fortunately, on February 17, 2026, the SEC staff updated its Regulation Crowdfunding Compliance & Disclosure Interpretations (C&DIs), and provided bit more clarity on how Reg CF offerings can be marketed in a compliant manner.
A few key takeaways:
- “Testing The Waters” Before An Offering Is Permitted. The SEC confirmed that an issuer may communicate orally or in writing to see if there’s interest in a contemplated Reg CF offering prior to filing a Form C.In these communications, the issuer must clearly state that (i) no money or other consideration is being solicited,; (ii) no offer to buy securities can be accepted and no part of the purchase price can be received until the offering statement is filed and only through an intermediary’s platform; and (iii) a prospective purchaser’s indication of interest involves no obligation or commitment of any kind. The SEC further noted that copies of any materials you use in this manner should be filed with the Form C – so make sure you that any advertising materials you use are compliant before dissemination. Finally, the Staff draws a line between “offers” and ordinary course communications: purely factual business information that doesn’t condition the market for a securities offering may be disseminated, but the SEC has historically interpreted “offer” broadly where publicity is used to build interest ahead of financing.
- Advertising The “Terms Of The Offering” is Permitted, But Heavily Constrained Off-Platform. The SEC confirmed that issuers can advertise “terms of the offering” in a Reg CF—but if that advertising occurs outside the intermediary’s communication channels on the platform, it’s generally limited to the narrow Rule 204(b) notice content. “Terms of the offering” are the amount of securities offered, the nature of the securities, the price of the securities, the closing date of the offering period, the planned use of proceeds, and the issuer’s progress towards its funding target.
- Video Advertising is Permitted (solong as it complies with Rule 204(b)).
- Advertising That Doesn’t Include The “Terms Of The Offering” Is Not Restricted. If an advertisement doesn’t include any offering terms, the Rule 204(b) notice limitation doesn’t apply. So advertising your business generally is OK – just make sure it doesn’t mention the offering.
- Third-Party Media Articles Can Constitute A Notice That Would Subject An Issuer To The Limitations Of Rule 204. C&DI 204.04 reads like a cautionary tale. A third-party publication (say, a friendly write-up in an online publication on your Company) has agreed to write an article about your Company, and you just so happen to be starting your Reg CF offering. What a great opportunity to promote your company and help your raise, right? Well, maybe not. A third-party publication can be treated as a Rule 204 notice if it advertises offering terms and the issuer is directly or indirectly involved in its preparation (e.g. if the company’s CEO is interviewed for the article). The Staff basically flags the practical problem: if the article contains any information on your offering, it’s deemed a notice – and at that point, it’s unlikely the article will comply with Rule 204’s content limits. If the article doesn’t advertise offering terms, it may not be a Rule 204 notice—though it could still be an “offer” under general Securities Act principles. Takeaway: If you’re coordinating PR, treat it like securities communications. Issuer involvement + offering terms in a third party publication is the danger zone.
In general, it’s best to consult with a securities attorney familiar with Regulation Crowdfunding’s rules and regulations to make sure your marketing efforts are compliant.
