Marketing starts before the first paid advertisement. A founder’s public post about investing, a customer newsletter, an event presentation, and a message from a paid promoter can all be part of the offering’s communications.

Treat the outreach plan as part of the offering design. That helps your team decide what it may publish, who should receive it, and when an expression of interest can become an investment.

Can you advertise your offering publicly?

The answer depends on the offering path. Under Rule 506, 506(b) prohibits general solicitation. Rule 506(c) permits it, but sales are limited to accredited purchasers and require reasonable steps to verify accreditation.

Reg A permits public outreach, with different requirements before and after qualification. Offshore distribution under Reg S has its own restrictions. Use the Reg S guide before treating a globally visible campaign as an offshore offering.

Do not infer that an allowed advertisement makes every resulting investor eligible. Outreach and acceptance are separate questions.

What does general solicitation include?

The SEC’s general solicitation resource identifies unrestricted websites, advertisements, broadcasts, and certain events as examples. The analysis concerns how the offering reaches prospective investors, not just the label on the page.

For a 506(b) offering, counsel may examine pre-existing substantive relationships and how the company or its participating professionals developed them. Adding a registration form to a public investment pitch does not automatically make the outreach private.

Keep ordinary business communications under review too. A product announcement and a message encouraging investment serve different purposes. A founder’s personal account is not outside the offering simply because the company does not manage it.

How does Reg A testing the waters differ from taking investments?

Under Rule 255, an eligible issuer may solicit indications of interest using the prescribed notices and conditions. Before qualification, the issuer cannot solicit or accept money or commitments, binding or otherwise. An indication of interest involves no obligation.

Have counsel review the actual materials, required legends, and filing requirements. After the public filing of the offering statement, the rules also address access to the preliminary offering circular. Qualified offerings have their own offering circular delivery requirements.

An interest list is useful evidence about audience response. It is not proceeds, an accepted subscription, or a promise that the company will reach its target.

How should you review campaign messages?

Build a practical review process for the places your audience actually encounters the offering. Include the website, email, presentations, social accounts, video, advertisements, and replies to investor questions.

Maintain a shared record containing:

  • The current terms and the documents that control them.
  • Support for material operating and financial claims.
  • Approved descriptions of the security, risks, and use of proceeds.
  • The reviewer, approval date, and version of each campaign item.
  • A process for correcting older or inconsistent materials.

Write plainly about what an investor receives. Ownership in the issuer, a conversion right, an interest payment, and a token’s functionality are different things. Avoid statements that imply SEC endorsement, guaranteed returns, or assured liquidity. Keep material limitations close to the claim they qualify.

This review process is an operating recommendation. The legal disclosures, compensation disclosures, and filing obligations depend on your offering and participants.

What if your offering plan changes?

Pause new campaign activity long enough for counsel to assess the change. Moving from private outreach to public advertising, or running another offering nearby in time, can affect the exemption analysis. Rule 152 addresses integration and specific safe harbors. Deleting a post does not erase its history.

Hypothetical example. A founder conducting a 506(b) round wants to announce investment terms to the company’s public customer list. The team asks counsel before sending the email. The fact that many customers might be accredited does not itself answer whether that communication is permitted in the existing round.

How Issuance fits

Issuance provides offering page and checkout technology so your team can present its materials and operate the investor process. Its platform includes visibility into investment information and signature status. The issuer leads its audience development and outreach, with the appropriate professional review.

Plan the handoff between your campaign and the offering workflow during your platform discussion. Confirm which materials belong at each stage, who updates them, and what investors must complete before acceptance. Reg CF has a separate offering path through Issuance Express.