Raising capital with Reg CF, step by step

Confirm eligibility

Reg CF is available to most U.S. private companies. Your company generally must:

• Be organized under U.S. state or territory law (not a foreign company)
• Not be an SEC-reporting company or an investment company (such as a fund)
• Not be disqualified under the “bad actor” rules — directors, officers and 20% owners are checked
• Be current on any prior Reg CF annual reports
• Have a specific business plan (not a blank-check company)

Define your raise

Decide your target amount (the minimum you need to close) and maximum (up to $5M in 12 months), the type of security (common or preferred stock, SAFE, convertible note, revenue share or debt), your valuation and terms, and how you’ll use the proceeds.

Line up your financials and counsel

Your financial statements determine your timeline. Raising more than $124,000 requires statements reviewed by an independent CPA; more than $618,000 (or $1.235M on a first Reg CF raise) requires an audit. Engage securities counsel to review your disclosures. These costs are paid directly to your providers.

Engage Nvest

Sign the issuer agreement and pay the one-time $5,000 platform fee, which funds your test-the-waters campaign, $2,500 in social ad spend, $650 for escrow setup and due diligence, and Form C and state notice filing support.

Build your campaign assets

Nvest builds a custom landing page with an embedded custom explainer video and custom graphics that present and explain your product or service, plus multiple graphic ads for Meta and other social media sites.

Run ads for 30 days

$2,500 of your platform fee is paid directly to social media platforms to post and rotate ads announcing your planned offering. Visitors can submit a non-binding indication of interest.

Measure the result

At the end of 30 days you see how many visitors raised their hand.

Prepare Form C

Your Form C is the disclosure document investors rely on. It covers:

• Business description, plan and risk factors
• Officers, directors and 20%+ owners
• Target and maximum amounts, deadline, price and valuation method
• Use of proceeds and capital structure
• Financial statements (certified, reviewed or audited by tier)
• The funding portal’s compensation and any promoter payments
• Rolling-close terms, if you choose them

Escrow and due diligence

A qualified third-party financial institution opens your escrow account and performs the required due diligence and background checks ($650, included in the platform fee). Investor funds are held there — never by Nvest.

File with the SEC and states

Form C is filed on SEC EDGAR, and state notice filings and fees are handled where required (your home state, and any state where investors of 50% or more of the offering reside). Reg CF securities are exempt from state registration.

Commit your investor-marketing budget

After filing, issuers commit a minimum of $10,000 to an independent financial marketing firm that specializes in driving investor traffic to the offering page. These payments are disclosed in your Form C.

Go live on the platform

Your offering page publishes your Form C, terms and a communication channel where investors can ask questions publicly. The offering must stay open at least 21 days, and campaigns typically run 6–12 months.

Market within the rules

Once your Form C is filed, advertising outside the platform is limited to brief notices that state the terms of the offering and direct people to the offering page (Reg CF Rule 204). You can talk freely about your business; discussions of the offering itself happen on the platform’s channel. Anyone paid to promote the offering must clearly disclose that compensation.

Report progress and changes

Progress is shown on the offering page (otherwise Form C-U filings at 50% and 100% of target). Any material change requires a Form C/A amendment, and investors must reconfirm their commitments or they are cancelled and refunded.

Rolling closes (optional)

If disclosed in your Form C, you can draw funds from escrow as milestones are met — once the target amount is reached and the offering has been open 21 days. Investors get at least five business days’ notice of each close.

Final close

If you reach your target by the deadline, funds are released from escrow net of the 5.00% commission. If you don’t, every investor is refunded in full.

Annual reporting

File Form C-AR with the SEC within 120 days of each fiscal year-end and post it on your website, until your obligation ends under SEC rules (for example, after three annual reports with total assets of $10 million or less).

Investor relations

Keep your cap table current, communicate regularly and remember that your investors are also your customers and ambassadors. Reg CF securities generally can’t be resold for one year.

Plan what’s next

Many issuers follow a successful Reg CF raise with a larger Reg A offering (up to $75M, conducted through a registered broker-dealer) and, eventually, an IPO that can give early investors a liquidity event. Neither is guaranteed.