Overview

Investment offerings on CapSign allow issuers to raise capital by selling securities tokens with built-in compliance.

What is an Offering?

An offering is a structured way to sell securities to investors with:

  • Token to sell - The security you're offering

  • Pricing - Price per token, minimum investment, maximum raise

  • Compliance rules - Reg D (506b/506c), Reg S, Reg A+, etc.

  • Payment processing - Accept USDC payments

  • Investor management - Track investments and issue tokens

Key Features

Compliance Presets

Choose from common securities exemptions:

  • Reg D 506(b) - Up to 35 non-accredited + unlimited accredited, no general solicitation

  • Reg D 506(c) - Accredited investors only, general solicitation allowed

  • Reg S - Non-US investors only

  • Reg A+ - Up to $75M, mini-IPO alternative

  • Reg D (General) - General Reg D offering

Each preset includes appropriate compliance modules.

Hybrid Escrow

Investor protection + issuer control:

  • Investor pays → Funds held in offering contract

  • Issuer countersigns → Funds released to issuer

  • Investor can claim refund if issuer doesn't countersign within grace period

Automated Token Issuance

When investment is countersigned:

  • Tokens automatically issued to investor

  • Lot created with investment details

  • Cap table updated automatically

Built-in Compliance

Compliance modules check:

  • KYC verification - Investor has completed identity verification

  • Accreditation - Investor has accreditation attestation (if required)

  • Investor limits - e.g., max 99 investors for 506(b)

  • Document signing - Investor signed subscription agreement

  • Whitelist - Investor on issuer's approved list (optional)

For Investors

Finding Offerings

Browse available offerings:

  1. Navigate to Offerings

  2. Filter by:

    • Asset type

    • Minimum investment

    • Offering type

  3. Click to view details

Viewing Offering Details

Each offering shows:

  • Token information - What security you're buying

  • Price per token - Investment terms

  • Minimum investment - Smallest amount you can invest

  • Maximum raise - Total offering size

  • Deadline - When offering closes

  • Compliance requirements - What you need (KYC, accreditation, etc.)

  • Documents - Legal documents to review

  • Issuer information - Who's raising capital

Investing

To invest in an offering:

  1. Complete prerequisites (KYC, accreditation if needed)

  2. Navigate to offering

  3. Click "Invest"

  4. Enter amount (in USDC)

  5. Review and sign subscription agreement

  6. Submit payment

Learn more: Investing in Offerings

For Issuers

Creating Offerings

To create an offering:

  1. Create token first (if you haven't)

  2. Navigate to Offerings → Create Offering

  3. Select token to offer

  4. Configure pricing (price, min investment, max raise)

  5. Choose compliance preset (506b, 506c, etc.)

  6. Add promotional image (optional)

  7. Deploy offering

Learn more: Creating an Offering

Managing Investments

After creating an offering:

  • View investments - See all pending and accepted investments

  • Countersign investments - Accept investor payments

  • Reject investments - Refund investors if not qualified

  • Issue tokens - Automatically issued upon countersigning

  • Close offering - Mark as completed

Raising Capital

Typical workflow:

  1. Create token - Define your security

  2. Create offering - Set terms and compliance

  3. Market offering - Share with investors (if allowed by exemption)

  4. Receive investments - Investors submit funds

  5. Review investors - Verify qualifications

  6. Countersign - Accept qualified investments

  7. Tokens issued automatically

  8. Close offering - When raise is complete

Compliance Options

Reg D 506(b)

For: Private offerings, relationship-based fundraising

Features:

  • Up to 35 non-accredited investors

  • Unlimited accredited investors

  • No general solicitation

  • No advertising

Compliance modules:

  • KYC verification

  • Document signing

  • Investor limits

  • Optional accreditation

Learn more: Compliance Options

Reg D 506(c)

For: Private offerings with marketing

Features:

  • Accredited investors only

  • General solicitation allowed

  • Can advertise

  • Must verify accreditation

Compliance modules:

  • KYC verification

  • Accreditation verification (required)

  • Document signing

Reg S

For: Non-US investors

Features:

  • Sold to non-US persons only

  • No US registration required

  • Category 2 or 3 typically

Compliance modules:

  • KYC verification

  • Jurisdiction checking

  • Document signing

Reg A+

For: Mini-IPO alternative

Features:

  • Up to $75M per year

  • Tier 1 (<$20M) or Tier 2 ($20-75M)

  • Can solicit all investors

  • SEC qualification required

Compliance modules:

  • KYC verification

  • Investment limits (Tier 2 non-accredited)

  • Document signing

Offering Lifecycle

1. Draft

Offering created but not active yet.

Actions:

  • Configure settings

  • Add documents

  • Test investment flow

2. Active

Offering open for investments.

Actions:

  • Receive investments

  • Countersign investments

  • Manage investors

3. Completed

Offering successfully closed.

Actions:

  • View final cap table

  • Export investor list

  • Archive offering

4. Cancelled

Offering cancelled before completion.

Actions:

  • Refund all investors

  • Archive offering

Payment Processing

Accepting Payments

Offerings accept USDC (stablecoin):

  • Investor pays in USDC

  • Funds held in offering contract

  • Released upon countersigning

  • No chargebacks or reversals

Why USDC?

  • Stable value - Pegged to US dollar

  • Instant settlement - No bank delays

  • Low fees - Minimal blockchain fees

  • Programmable - Smart contract compatible

Receiving Funds

When you countersign:

  • USDC transferred to your wallet

  • You can:

    • Hold as USDC

    • Swap to ETH or other tokens

    • Off-ramp to bank account (via exchanges)

Technical Details

Offering Contract

Each offering is a diamond contract with facets:

  • OfferingCore - Core offering logic

  • OfferingCompliance - Compliance checks

  • OfferingDocuments - Document management

  • DiamondCut - Upgradeability

  • DiamondLoupe - Introspection

  • AccessControl - Permissions

Deployed via OfferingFactory

Offerings are deployed via OfferingFactory.createOffering():

function createOffering(
  OfferingConfig memory config,
  FacetCut[] memory facetCuts,
  address init,
  bytes memory initData,
  ComplianceModule[] memory complianceModules
) external returns (
  address offeringDiamond,
  address[] memory deployedModules,
  string[] memory moduleNames
);

Learn more: Offering Architecture

Best Practices

Legal Compliance

  • Consult securities attorney before creating offering

  • File required paperwork (Form D, offering statement, etc.)

  • Maintain investor records for audits

  • Follow chosen exemption strictly

Investor Relations

  • Clear communication - Explain terms clearly

  • Responsive - Answer investor questions promptly

  • Professional - Maintain professional documentation

  • Transparent - Provide regular updates

Risk Management

  • KYC all investors - Even if not required, good practice

  • Document everything - Keep records of all communications

  • Use escrow - Don't accept wire transfers directly

  • Review carefully - Check investor qualifications before countersigning

FAQs

Q: Do I need to file paperwork with SEC? A: Depends on exemption. Reg D requires Form D filing within 15 days. Consult your attorney.

Q: Can I raise an unlimited amount? A: Depends on exemption. 506(b)/506(c) have no limit. Reg A+ caps at $75M/year.

Q: What if an investor doesn't qualify? A: Reject the investment and refund them through the platform.

Q: Can I accept investors from other countries? A: Reg S is specifically for non-US investors. Other exemptions may allow foreign investors - check with your attorney.

Q: What if offering doesn't fill? A: You can keep it open past deadline, close early, or cancel and refund all investors.

Q: Can I do multiple offerings? A: Yes, create separate offerings for different rounds or securities.

Guides

Need Help?

  • Legal Questions: Consult a securities attorney

  • Technical Support: support@capsign.com

  • Twitter: @CapSignInc

PreviousLot-Based AccountingNextCreating an Offering

Last updated

Was this helpful?