Form C Intake.

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Required Company Disclosures

A Company that wants to raise money using Regulation Crowdfunding must provide certain information to prospective Investors, so Investors will have a basis for making an informed decision. The Securities and Exchange Commission, or SEC, has issued regulations at 17 CFR §227.201 listing the precise information that companies must provide.

We’re gathering this information using this form.

Each heading below corresponds to a section of the SEC’s regulations,, with instructions where necessary.

Your answers will be used to complete a template Form C, developed by Small Change Delaware LLC entities. If you wish to raise funds for an entity that is NOT a Delaware LLC, you will most likely have additional legal fees.

General Information

You can save this form and come back to it later. But you can’t save uploads, so be sure to keep documents on your desktop until you are ready to submit!!

Your name*

First Last

Your email address*

Enter Email Confirm Email

Have you opened a Small Change account?*

If not, go to this link and open an account: https://www.smallchange.co/users/sign_up.

Yes

What would you like to name your offering?*

Your title should be no more than 3 words, preferably two. Pick something upbeat to describe what you are trying to accomplish.

What's your maximum offering goal?*

This is the stretch goal you are aiming for!

Please enter a number from 100000 to 5000000.

§227.201 (a) Basic Information About the Company

What is the name of the Issuing Company (the "Company") that will be raising funds?*

By Issuing Company, we mean the entity that will conduct the offering.

Will you have an official DBA (doing business as)?*

Yes

What's your DBA name?*

What's the Company's phone number?*

What's the Company's email address*

What date will the Company's accounting year end on?*

December 31

June 30

Is (or will) the Company be a Delaware LLC?*

If the answer is no, additional legal fees will be incurred. We encourage you to use a Delaware LLC for this offering if possible.

Yes

Has the Company been created yet?*

Yes

What is the Company's mailing address? Or what will it be?*

Street Address Address Line 2 City State ZIP Code

Upload the entity formation document + EIN letter*

Drop files here or

Accepted file types: pdf, png, jpg, Max. file size: 50 MB.

Upload the Company's W-9*

Max. file size: 50 MB.

Where will you keep investors updated of the project or company's progress?*

Please provide the website url you will use for project updates.

Will you be using a special purpose vehicle (SPV) for this raise?*

The Issuer may create a separate entity to raise money in an offering, so that investors are investing in the separate entity rather than in the company itself. The result is that the company itself will have only one investor – the SPV – added to its cap table rather than all the individual investors in the offering.

An SPV of this kind is subject to special rules and limitations.

It’s more complicated to use an SPV which is called a “Crowdfunding Vehicle”. Using an SPV will incur additional legal costs.

Yes

What's the legal name of the SPV? Or what will it be?*

Has the SPV entity been created?*

Yes

Is (or will) the SPV be a Delaware LLC?*

If the answer is no, additional legal fees will be incurred. We encourage you to use a Delaware LLC for this offering if possible.

Yes

What is the SPV's address? Or what will it be?*

Street Address Address Line 2 City State ZIP Code

Upload the entity formation document + EIN letter.*

Drop files here or

Accepted file types: pdf, png, jpg, Max. file size: 50 MB.

Upload the SPV's W-9*

Max. file size: 50 MB.

§227.201 (b) Director and Officers of the Company

Is (or will) the Manager of the Company be a person, or another Company?*

A person

Another Company

What's their name*

First Last

What's their title?*

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What is (or will be) the name of the Managing Company?*

Who will control the Managing Company?*

First Last

What's their title?*

If the Managing Company is an LLC then typically the title will be Manager or Managing Member.

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's their country of citizenship?*

What's their DOB*

Key Persons

This question asks for very specific information about each person who is an officer or director of the Company. By “officer,” we mean a President, Vice-President, Secretary, Treasurer, Chief Financial Officer, Comptroller, or Chief Accounting Officer.

Include anyone who serves in the role of an officer or director even if he or she doesn’t have the title.
If your Company is a LLC, include anyone who is a manager or an officer. If your LLC is managed by its members, include all members.
If your Company is a general partnership, include any individual who is a general partner or an officer.
Include officers and directors of the SPV if you are using one (and if they are different).

Upload a sheet with additional persons if you have more than two who fit this description.

IMPORTANT: If more than one key person, upload a word file with the same information for each person.

We will not be able to register your offering or open an escrow account without complete information.

Name*

First Last

Home address

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Company position*

All positions with the Company and How Long for Each Position

Check all that apply to this person*

A beneficial owner

A director

An officer

A conrol person

Business experience during the last 3 years.*

Principal occupation during the last 3 years.*

Has this person been employed by anyone else during the last 3 years?*

Yes

List the name of the other employers and their principal business.*

Upload Government Issued Photo ID*

Drop files here or

Max. file size: 50 MB, Max. files: 5.

§227.201(c) Each Person Who Owns 20% or More of the Voting Power.

This question asks for the name of each person who owns 20% or more of the voting power of the Company.

This should be based on current ownership at the time you’re filling this form with the SEC, not based on the ownership that will exist after your offering is closed.

If your Company is a corporation, make the 20% calculation based on who has the right to vote for the election of directors.
If your Company is a limited liability company managed by its members, make the 20% calculation based on who has the right to make decisions.
If your Company is a limited liability company managed by one or more managers, the manager(s) typically hold the “voting power.”
If your Company is a limited partnership, the general partner(s) typically hold the “voting power.”

List each person by name below.*

The rule only requires a name.

File

Max. file size: 50 MB.

§227.201 (d) The Company's Business and Business Plan

Upload the latest version of your business plan. At a minimum this must include:

a project narrative,
a market narrative,
a team narrative or your bio,
projections for the project,
a budget, and
sources and uses showing all sources by name.

Upload business plan*

Drop files here or

Accepted file types: jpg, png, doc, xlxs, xls, numbers, pdf, pptx, Max. file size: 50 MB, Max. files: 10.

§227.201(e) – Number of employees

This question asks only for the number of your employees, not their names.

This information should be based on current employees, not those you intend to hire with the proceeds of the offering.
Include both full-time and part-time employees.
Include only people who are W-2 employees for tax purposes. Don’t include people who are 1099 independent contractors.

How many employees does the Companhy currently have?*

§227.201(g) Target Offering Amount and Offering Deadlne.

This question asks for the “target offering amount.” That means the minimum amount of money you’re trying to raise in this offering. For example, if you’re trying to raise a minimum of $100,000 but would accept up to $800,000, your “target offering amount” would be $100,000.

This question also asks for the “offering deadline.” That means the date when, if you haven’t raised at least the target offering amount, you’d call off the offering and return any money to Investors. We’ll figure out the deadline once we are close to launching.

What is the minimum target offering amount you'd like to raise?*

Please enter a number from 25000 to 200000.

§227.201(h) Commitments that Exceed the Target Offering Amount

This question asks whether the Company will accept more money from Investors once the Target Offering Amount is raised and, if so, how you will deal with “over subscriptions.” The question deals only with this offering – it’s not asking whether you will try to raise more money in the future.

What is the maximum amount you'd like to raise?*

This is the total amount you would like to raise, in dollars.

Please enter a number from 100000 to 5000000.

§227.201(i) How the Company Intends to Use the Money Raised in the Offering

Investors need to know how you plan to use the funds raised. You should be reasonably sure about how you will spend the funds, and that your plans tie back to your projections.

If you raise your minimum target goal, what will you spend it on?*

List everything you will use the minimum target funds for with the $ amount assigned to each item Your list MUST total your minimum target goal. We’re looking for generalized descriptions such as Purchase of property, construction or soft costs.

Use of money

How much

If you raise the entire amount, what will you spend it on?*

List everything you will spend the funds on if you raise your maximum goal! Provide a $ amount for each item Your list MUST total your maximum goal. We’re looking for generalized descriptions such as Purchase of property, construction or soft costs.

Use of money

How much?

Does the business raising funds grow, manufacture, or sell hemp-related products and/or services?*

Yes

§227.201(l) Price of the Securities

Typically, Companies on our platform offer “securities” in the form of limited liability company interests, which we refer to as “Investor Shares.” The price is $1.00 per Investor Share.

Let us know if you need to offer securities at a different price.

§227.201(m) Terms of the Securities

Describe what return you will be "offering" to your investors*

This must include 1) Equity, debt of revenue sharing. 2) Interest rate or preferred return. 3) Share of profit and anything else that would be included in a legal description to investors.

If you are planning to pay interest, how soon after the funds are invested are you planning to start disbursements?*

When and how do you plan to return the funds invested?*

How often will you make disbursements?*

What is the smallest investment amount you will accept from investors?*

Do you want to accept foreign investors?*

You can permit Australian & Canadian investors to invest in your offering on our platform. If you are interested in accepting investors from other countries you will need to discuss with us.

Note that you will need to withhold taxes for foreign investors and that they will need to either have, or apply for, an ITIN.

Yes

Other

Please provide your Company's bank account information.*

This will be where we wire the funds you raise through your crowdfunding campaign. If you haven’t already opened an account, start now. It can take some time to open a business account. Provide 1) Bank Name; 2) Bank Address; 3) Account Name; 4) Account Number and 5) Routing number for ACH transactions.

§227.201(p) Indebtedness of the Company

We need to understand the “material” indebtedness of the Company, meaning indebtedness that is significant relative to the value of the Company as a whole.

In addition to the indebtedness listed in the table, we also have miscellaneous “trade debt,” meaning debt to trade creditors like landlords, lawyers, and accountants. Please list all of the debt below – do not leave anything out.

List all creditors below completing all fields.*

Creditor

Amount

Interest rate

Maturity date

§227.201(q) Other Offerings of Securities within the Last Three Years

If you’ve raised money from third parties, then you’ve conducted an offering of securities. This question asks for all such offerings within the last three years.

Don’t include money invested by the principals of the Company
Don’t include money you’ve borrowed from banks or other financial institutions
Don’t include credit card debt
Third parties includes friends and family members
Do include money you borrowed (not from banks or other financial institutions)
Do not include this Regulation Crowdfunding offering

Have you raised, or are you raising money for the Issuing Company over the last 3 years?*

Yes

Complete the list below*

Offering type

Began on

Amount raised

Are any of your offerings still open?*

Yes

§227.201(r) Transactions Between the Company and “Insiders”

The term “transaction” means any business transaction, including stock purchases, salaries, property rentals, consulting arrangements, guaranties, etc.

Include only transactions that occurred since the beginning of your last fiscal year (the one before the current fiscal year) and transactions that are currently planned.
Include only transactions that involved an amount of money (or other value) greater than 5% of the total amount you’ve raised in Regulation Crowdfunding during the last 12 months, plus the Target Offering Amount for the current Offering. For example, if you haven’t raised money using Regulation Crowdfunding before, and your current Target Offering Amount is $600,000, include only transactions that involved more than $30,000 each.
Include only transactions between the Company and:

Anyone listed in your answer to question 227.201(b); or
Anyone listed in your answer to question 227.201(c); or
If the Company was organized within the last three years, any promotor you’ve used; or
Any family member of any of those people, meaning a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent (meaning someone you live with and can’t stand), sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships; or
Any corporation or other entity in which any of those people owns an interest.

Will you or your Company take an Acquisition Fee for the work of finding and acquiring the project?*

Yes

How much and who will be paid?*

Will you or your Company be paid an Asset Management fee during the life of the project?*

Asset Management fees are distinct from Property Management fees. They are typically not included in smaller projects but might be in larger ones where the job of management is split between the owners (for issues like insurance, financing) and property managers (for issues like leasing and maintenance)

Yes

Other

How much, how frequently and who will be paid?*

Will you, your business, your business partners, or family members be paid any fees by the Company?*

List each fee type to be paid, the party being paid and the amount. Some examples are a developer fee, contracting fees, property management fees or other fee or payment.

Amount

Fee type

Fee recipient

§227.201(s) The Company’s Financial Condition

We will evaluate the financial statements you upload to determine what type of financial regulatory review will be needed. If yours is a brand new company, we will still need financial statements — even if they only show zeros.

My company is just (or about to be) formed.*

I’d like to submit financials now

I will submit financials later

Upload profit and loss statement*

Provide a statement that shows two separate columns for the last two calendar years.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Upload balance sheet*

Provide a statement that shows two separate columns for the last two calendar years.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Upload statement of cash flows*

Provide a statement that shows two separate columns for the last two calendar years.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

When will your Company's financial year end?*

December 31

June 30

Other

§ 227.206 Solicitations of interest and other communications.

Under certain conditions you can gauge investor interest before your offering is registered with the SEC and launched. This is know as Testing the Waters.

This can be a useful pre-offering marketing tool if your offering will take a longer time to launch.

I would like to "Test the Waters"*

Yes

Maybe

Phone

This field is for validation purposes and should be left unchanged.

Answering these questions will provide all of the information we need to complete your Form C and disclosure packet, to apply for EDGAR filing access codes, and more.

You can save and return to this form if you bookmark the url. However, uploads cannot be saved, so wait until you are ready to submit before uploading them.

Your Form C (and the appendices that will be attached to it) are required to be registered with the SEC before your offering can go live. Accuracy and completeness is of utmost importance for this submission.

Where addendums are required (or if you need to provide a longer answer to a question), include all of them in a single, separate word and/or excel document, and upload before submitting this form.

We’ll do several things with the content of this form. First and foremost we’ll draft the disclosure packet for your review, comments and completion by you.

This is your disclosure packet. We’ll review and add comments to your content to ensure the packet responds to all regulatory requirements. You will need to work with us to ensure your packet is complete.

This is generally where the process slows down. The better prepared you are the faster we can move.

All fields are required to be completed in order to submit.