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Things to Consider When Choosing Your Equity Crowdfunding Portal

Posted on by Jason Fishman Tags: , , , , , ,

Written by KorePartner Jason Fishman at DNA. See the original post here.

 

Before the new SEC regulations, about 20% of Reg CF campaigns hit the seven-figure level. In other words, most campaigns simply do not achieve their full cap.

They’re are many reasons why campaigns don’t hit the max, and many would sum it up to lack of marketing and business development.

However, many people don’t consider the portal themselves. Sometimes a portal and issuer don’t fit, and I’ve seen campaigns that were underperforming on one portal, achieve high success on another.

 

Thus, picking the right portal for your campaign is an extremely important component of your raise. While DNA can not advise you which portal will best suit your needs, we can give you some tips and our top five things to consider when choosing your equity crowdfunding portal.

 

So, we should explore anything you can do to set yourself up for a win and within the desired period. This is a critical component of your round.

Investor Audience Size

One benefit of using a filing with a portal is to leverage their existing investor audience. Typically as campaigns raise more, the portal’s audience takes more notice, and are more are likely to invest.

From firsthand experience, I can say that as portal technology and user experience improves, the larger these investor communities are growing. Pick a portal with a large, engaged, and active audience. Don’t forget to ask the portal how they leverage their audience during the course of your campaign for more success.

Vertical Focuses

As equity crowdfunding grows in popularity, more and more portals are emerging, dedicated to a specific focus. For example, Bioverge, is specifically tailored to healthcare startups, while Waterworks, is geared towards technologies advancing water solutions.

Not only do these platforms attract a very specific and engaged industry audience in that industry, but they typically have an experienced team that has a strong portfolio of niche-specific deals, and understands the nuances around their specific area of focus. If a platform can show a list of campaigns they have done successfully in that industry and have a high volume of investors attached to it, they will be valuable resources for an issuer.

A niche-specific could be a great option for your campaign, however take into consideration many are still in development and growing compared to the more-established and well known portals.

Success Rates

The data you need is out there.

I highly recommend starting at KingsCrowd, as most of their information is available for free or a very light subscription fee. On KingsCrowd you can do due diligence on each portal and their success rates.

You can also look at their analyst reports to see top deals, deals for an industry, deals per portal, and how much they have raised. Set a benchmark for yourself, and note which campaigns and platforms hit your benchmarks.

You may find that the volume of campaigns these portals have taken on has dropped in the past months, especially when you are looking at entry-level or mid-tier portals. You may find that it has skyrocketed. How many campaigns are below or above a milestone level may also stand out to you.

The numbers don’t lie. Take in as much data as you can to see how successful campaigns are currently doing on their platform.

Customer Service

Equity crowdfunding campaigns have a lot of ups and downs, and when your campaign isn’t performing you have to rely on your portals team to support and provide white-glove customer service..

You can get a sense of what the experience will be during your meet and greet. I recommend asking the following questions and paying attention to the working experience:

  • Who will be your day-to-day point of contact is?

  • What does the working process together look like during the pre-stages of your live campaign?

  • How do you optimize when things are not going according to plan?

  • Is the portal going to disappear and be afraid to talk to you?

  • Are they going to come to the table with constructive recommendations?

  • Is there anything they can do to go the extra mile among promotions to their existing audience?

  • When the campaign is going according to plan and ramping up at speed, how can you scale and get there quicker?

  • What will their partnership with you look like at those stages?

 

I would also recommend speaking to three or more portals, and look to intuition about who is committed to your deal and confident in the success of it among their investor audience on their platform.

Added Value

This is a bit of a controversial topic because the SEC requires portals to treat each issuer the same. But they have different benchmarks that once you hit the increments of capital funding, they promote you to their email audience.

But if any groups show so much confidence in your deal that they will bring more to the table, I would note that in the review process. Some of these things include:

  • Private investor groups

  • Special placement on the site

  • Additional promotions

  • Introductions to different accelerators or different VC groups that back the deal beforehand

  • Introductions to various types of angel investors, strategic partners, industry experts, and more

 

However, I would not shape my selection merely on this factor, but be cognizant of it. Crowdfunding is essentially a team sport that occurs within a small window of time. The more resources you bring to the table, the better.

So, if there is any portal giving you additional value beyond their standard package because of how they envision it equating to your success, it could be a factor in your decision-making process.

Pick Your Portal Carefully!

Listing your deal will not ensure ANY results.

Setting up and managing a successful campaign takes careful planning and forethought, especially when it comes to picking your portal. Having a strong understanding of the top portals available is going to be an educational and helpful process across the board.

Here are some of the top portals available for you to consider:

 

 

You may get tips from one portal that you apply to another, and it is important to become part of the entire equity crowdfunding ecosystem rather than selecting a partner and move on. These relationships continue, so I encourage you to map out what a relationship could look like with each portal, and nurture it.

Cannabis: An Emerging Market for RegA+

Posted on by Oscar Jofre Tags: , , , , ,

Despite remaining illegal at the federal level, the idea of legalizing cannabis is continuing to gain public acceptance, especially in recent years. As of April 2021, 35 states have made medical marijuana legal, with 18 of them legalizing it recreationally. This growth has been tremendous, raising the industry’s value to over $13 billion and directly supporting 340,000 jobs. As of 2019, 67% of Americans believe that regulators should legalize marijuana, an astounding 20% increase from a decade ago.

These factors have created an excellent opportunity for companies in this space. As public perceptions continue to rise, investments in cannabis companies may become more attractive to retail and accredited investors. In 2019, cannabis companies received nearly $117 billion in investments, displaying some of the investors’ significant interest in the space. Opportunities will only continue to increase as the industry progresses. Projections show that by 2028, cannabis will be an industry worth $70.8 billion globally. In the US alone, cannabis sales in the US in 2021 alone are predicted to reach $21 billion. 

The combination of investor interest and industry valuation could mean that raising capital through exemptions like Regulation A+ could prove to be an incredible opportunity for companies and investors alike. Already, many cannabis companies are seeing success through these opportunities. Early this year, Gage Cannabis closed their Regulation A+ offering after securing $50 million in funding and adding 1,000 shareholders to their cap table. This one success is not an outlier, as other issuers have been seeing success as well. 

It will be interesting to see how the industry and investment opportunities within cannabis will expand with the upward trend of public perception. Additionally, as more states continue to legalize, more businesses will emerge, jobs will form, and investors will invest in an emerging market.

Along with our partners, KoreConX hosted a webinar on why RegA+ may be the perfect fit for companies in the cannabis space. If you missed the live event or want to rewatch it, visit our YouTube channel to access the full recording of the event. If you would like to contact any of our speakers or view the full schedule, please visit our KoreSummit site.

KoreConX’s KoreChain Infrastructure Leveraged by SEC-Qualified Companies Raising Capital

Posted on by Oscar Jofre Tags:

The KoreConX All-In-One Platform is the first to market with a fully compliant blockchain technology (KoreChain) to connect investors, companies, broker-dealers, secondary market ATS, and all stakeholders to the private capital markets

NEW YORK, October 27, 2021 (Newswire.com) – KoreConX’s Infrastructure of Trust launched in 2016 is a cornerstone of the private market’s capital-raising ecosystem, designed to reduce friction in every aspect of raising capital and managing large numbers of investors. Today marks a major milestone in the private markets, with KoreConX as the only company to see its technology, which is based on a permissioned blockchain, to be used by companies that have been “qualified by the SEC,” which is a first for the blockchain.

Companies that use the Infrastructure of Trust can have the assurance of working with a technology that other companies have used and received qualification by the SEC. The technology also includes regulated connected services such as a registered SEC-Transfer Agent, FINRA broker-dealer, and FINRA & SEC registered Secondary Market ATS.

The KoreChain infrastructure provides an end-to-end solution for the private markets to ensure that a company offering its digital securities, security tokens, non-fungible tokens (NFT) or stablecoins is fully compliant.

KoreConX’s End-To-End RegA+ solution allows companies raising capital to manage the full life cycle of their offering. The All-In-One platform provides complete overview from pre-during-post raise including shareholder management, monetization of investments and other features to meet compliance requirements.

These solutions are provided on a decentralized permissioned-based blockchain infrastructure technology. This permissioned-based blockchain, KoreChain, is being used by companies that have had offerings qualified with the SEC and also provides a roadmap for companies that want to issue digital securities, non-fungible tokens, and stablecoins.

To complement all the solutions that KoreConX offers, the ecosystem includes KorePartners with expertise in fields related to RegA+ like securities lawyers, FINRA broker-dealers, auditors, escrow, SEC transfers agents and investor acquisition firms.

About KoreConX

Founded in 2016, KoreConX is the first secure, All-In-One platform that manages private companies’ capital market activity and stakeholder communications. With an innovative approach and to ensure compliance with securities regulations and corporate law, KoreConX offers a single environment to connect companies to the capital markets, and now secondary markets. Additionally, investors, broker-dealers, law firms, accountants and investor acquisition firms all leverage our eco-system solution. For investor relations and fundraising, the platform enables private companies to share and manage corporate records and investments: it assists with portfolio management, capitalization table and shareholder management, virtual minute book, security registration, transfer agent services, and virtual deal rooms for raising capital. The All-In-One platform manages the full life cycle of digital securities, including their issuance, trading, clearing, settlement, management, reporting, corporate actions, and custodianship.

Media Contact:
KoreConX
Carolina Casimiro
carolina@koreconx.com

$1 Billion Raised Through RegCF

Posted on by Oscar Jofre Tags: , , 1 Comment on $1 Billion Raised Through RegCF

It seems 2021 is the year where we continue to break new ground for the JOBS Act, and today marks a momentous milestone in its history. Fundamentally, the act was designed to empower businesses and democratize capital. Not only has it succeeded in this goal, but it has also allowed companies to create jobs and return ownership to company founders. Recently, the amount of capital raised under Regulation CF offerings has reached an amazing milestone: $1 Billion USD over the lifetime of the exemption. 

 

This tremendous achievement would not have been achieved without the great work done by those in this sector. As of June 2020, there were 51 active RegCF funding platforms, a number that continues to grow as we see continued expansion on offering limits from regulators to make this funding method even more powerful. Now, over a year later, and after RegCF offering limits increased to $5M USD, we see nearly 70 regulated crowdfunding portals registered with FINRA.

 

We would not be arriving at this milestone today without the great work our of KorePartners in the industry, many of which have the same mission of creating equal access to the private capital markets for the everyday investor and include:

 

 

And perhaps most importantly, we would like to thank you: the investors who have poured capital into causes and businesses you are passionate about. Without your investments, we would be a long road away from the milestone we celebrate today. You have made the JOBS Act a reality and a phenomenal success that we could not have achieved without you. The everyday investors have been the lifeblood of this industry, fueling innovation, company growth, and job creations with your investments.

 

With more capital poured into private companies through these regulations, there is more opportunity than ever before for companies to succeed and investors to get involved with innovative, industry-changing companies. Such opportunities were previously unavailable to Main Street investors, but the JOBS Act has radically changed this landscape. After the incredible growth over the last nine years since the JOBS Act’s initial passage, it will be exciting to see how the space progresses over the next decade. 

 

Hooray to $1 Billion USD and counting!

 

As we move into the future, this is the group that will advance RegCF to raise $5 Billion USD for private companies:

Reflecting on Canadian Small Business Week

Posted on by Oscar Jofre Tags: , , , , ,

As Small Business Week comes to a close in Canada, KoreConX reflects on the role small businesses play in the economy. Our mission has long been to empower the private capital markets with the tools needed to take advantage of innovative capital raising opportunities. 

 

Earlier this week, Canadian Prime Minister Justin Trudeau shared his statement on Small Business Week. He said, “As we mark the start of Small Business Week in Canada, we recognize that the past year and a half have been difficult for small businesses, their owners, and their employees. Small businesses across the country were asked to make countless sacrifices to protect the health and safety of people and communities. Through it all, they have shown incredible courage and resilience, and an unprecedented ability to adapt and innovate. And while some businesses have now reopened their doors, many still need support as they continue to grapple with the impacts of the pandemic.”

 

This idea comes jointly with unprecedented access to capital raising opportunities. In March 2021, updated to offering limits under Regulation CF increase to $5 million USD, which small businesses can use to fuel innovation and job creations. When RegCF was first signed into law through the JOBS Act in 2012, the mission was to democratize capital to allow anyone to invest, give company ownership back to founders, and create jobs.

 

With 8.4 million individuals or 68.8% of the Canadian workforce employed by small businesses, it is clear to see their vitally important role in the economy. Similarly, small businesses were responsible for 35.8% of the employment growth between 2014 and 2019. “Small businesses drive our economy by creating the goods and services we need while employing millions of Canadians,” added Trudeau in his statement. 

 

Even as small businesses continue to recover from the global pandemic, capital raising opportunities like RegCF, which are cost-effective, can provide needed relief. Additionally, they can be incredibly successful, especially for small businesses with dedicated and loyal customers willing to invest. 

 

Tokenization in RegA+

Posted on by Oscar Jofre Tags: , , , , , ,

As the private capital market continues to undergo a digital transformation, ideas like blockchain, digital securities, and tokenization continue to be discussed by regulators, issuers, and investors. “Tokens” represent actual ownership in a security and is a registered investment vehicle. However, when the term was coined in the mid-2010s, tokens became thought of as unable to support the compliance, regulations, and legal requirements of a security. Instead, digital securities and digital assets became the preferred term to accurately convey the time, effort, and reliability in this form of investment.

 

Digital securities will have a transformative impact on the capital markets. For example, when the public market was built more than 100 years ago, the technological tools of today were unavailable. As the system has aged, it has become antiquated. These new forms of securities will result in a more efficient, equitable, and accessible capital market system for both issuers and investors. However, since the technology is so new, the educational component will be the next hurdle because many still are unaware of what digital securities are. 

 

It is important to consider that digital securities are not about disintermediation, but instead intermediation with the right efficiency and focus, bringing together the right parties like broker-dealers, lawyers, and transfer agents. Unlike other digital assets, digital securities are regulated by securities laws, and having the right processes in place ensures that raises are done compliantly. If a RegA+ raise is structured improperly, it could mean the company has to refund investors of their investment. 

 

Because many investors don’t want to hear the term tokenization or digital asset, the educational component will be essential for the widespread adoption of digital securities. However, as digital securities make investment processes frictionless, we will continue to see how digital securities for RegA+ continue to evolve.

Meet the KorePartners: Adrian Alvarez, CEO and Co-Founder of InvestReady

Posted on by Oscar Jofre Tags: , , , , ,

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.

For the last seven years, Adrian Alvarez has been involved in the securities space, coming to know it like the back of his hand. He has received both his law degree and a Master’s in Business Administration.

Before InvestReady, Adrian Alvarez was the Assistant Director at the University of Miami’s launchpad program, consulting early-stage businesses and entrepreneurs. During this time, he grew very attuned to crowdfunding as became incorporated into the JOBS Act. As crowdfunding platforms emerged, Adrian noticed both potential problems and opportunities in the space. Being an attorney, he felt like he could solve some of these challenges, which lead to InvestReady.

As investments have become increasingly digitals, issuers needed a verification tool to match. With InvestReady, investors can securely and confidentially verify their identity so they can invest in crowdfunding offerings. Issuers and funding platforms are empowered by a tool that makes this processes secure and seamless. The result is SEC-compliant crowdfunding investors.

Ensuring investors meet requirements as crowdfunding continues to evolve. Just this year, the SEC increased investment limits for Regulation A+ and Regulation CF, allowing even more investors to participate in each offering. Plus, as RegCF removes accredited investor limits, ensuring these investors meet the requirements of accredited investors is essential.

Adrian has felt that working with KoreConX has been a great partnership, as it helps to bridge to other service providers like broker-dealers.

RegA+ for Real Estate

Posted on by Oscar Jofre Tags: , , , ,

Since the JOBS Act was first passed in 2012, it has vastly changed the way private companies can raise money. One particular industry making use of the Regulation A+ exemption is real estate. In the pre-JOBS Act economy, real estate investment deals were often limited to private equity or family offices that could afford large price tags associated with commercial real estate deals. However, the JOBS Act has done something incredible for the everyday investor; created opportunities for real estate investments that did not previously exist.

 

Traditionally, real estate investments have been capital-intensive, so managing smaller deals were too challenging to make effective. This limited who could participate. 

 

Since updates to offering limits that went live in early 2021, issuers can now raise up to $75 million for Reg+ offerings, making the exemption even more attractive to issuers in real estate. Additionally, the availability of online platforms for these offerings also contributes to their success. 

 

Through RegA+, offerings usually come in the form of a real estate investment trust or REIT to be more efficient, rather than an offering for a single property, due to the length of the SEC approval process. While investors have been able to invest in REITs for a while now, commissions and fees were usually too high and lowered returns. RegA+ for real estate has been able to introduce efficiencies that lower fees, thus, increasing returns that investors may see. 

 

In a report published by the SEC in March 2020, insurance, finance, and real estate accounted for 53% of qualified RegA+ offerings and 79% of the funds raised through the exemption. This indicates that real estate investments are incredibly attractive to investors and seeing significant success through RegA+ offerings. With the recent increase to RegA+ limits, we will only continue to see more real estate investment opportunities through the exemption. 

 

Meet the KorePartners: Eric Fischgrund of FischTank PR

Posted on by Oscar Jofre Tags: , , , , ,

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem. 

 

For nearly 15 years, Eric Fischgrund has been involved in the communications and marketing industry. He says: “ I have a degree in Communications Journalism and have always been a writer at heart, so public relations was a natural career match for me.” Continuing to learn every day from his clients has always enticed him to continue in his career path, as “constantly learning client subject matter and determining how to deliver their message to the market, provides me with an ongoing (and free!) education.” He prides himself on his ability to understand his clients’ businesses and apply a unique skill set to achieve results.

 

Passionate about both the public relations industry and investment space, Eric is excited about the future and the opportunities it will bring for both companies and investors. He says: “Entrepreneurs need capital and main street investors deserve high growth opportunities, so this is two birds and one stone. I also enjoy working in emerging industries, such as sustainability, renewables, cleantech, IIoT and IoT, healthcare tech, cannabis, and others. So many innovators in these sectors are utilizing equity crowdfunding to grow their business.” 

 

Through the introduction of RegA+, companies have access to a fundraising route that is favorable to small startups as well and allows a wider pool of investors access to high-growth investment opportunities. Eric says: “Historically, it’s taken significant capital, legal costs, marketing and communications requirements, and more to raise capital. Similarly, the venture capitalists, private equity firms and individual high net worth investors are the ones presented with the highest growth investment opportunities.” RegA+ levels the playing field, eliminating these problems. “It enables entrepreneurs to raise capital online, grow their brand simultaneously,” while allowing main street investors to make investments for as low as a few hundred or thousand dollars. 

 

Despite the incredible opportunity RegA+ presents, Eric feels that there is much misinformation circulating about how to raise capital. He says: “Professionals that don’t understand the nuances of the regulation can too easily take advantage of entrepreneurs, innovators, and investors, which hurts all of us. This is why I’m encouraged by the KoreConX platform bringing the experts together.” Establishing a partnership with KoreConX was a perfect fit, as FischTank works to partner with strong businesses and companies. “We also strive to make the world a better place, and many of the innovators and companies we work with are developing technologies and services that do just that,” Eric said.

 

For companies that are looking to raise capital, working with a PR agency is important for their success. When potential investors are looking to learn more about a company they have an interest in investing in, one of the first things they will do is Google it. “If there is plenty of editorial search results, especially on the first page, and constant news, the company is going to appear credible and appealing,” Eric said. Additionally, effective PR can also be utilized from a marketing perspective. “Press coverage not only attracts attention but it can be used as sales/marketing tools for investor outreach and relations functions.” At FischTank, they provide a wide variety of public relations and marketing services to their clients. They take care of media and press coverage, email marketing, social media, and content writing so that you can raise capital effectively and successfully. 

 

The 1% Broker-dealer & What you need to ask!

Posted on by Oscar Jofre Tags: , , , ,

When working with FINRA Broker-dealer, it’s not enough that they simply have the required licenses that are necessary, so make sure to ask some questions:

  • Are you registered in all 50 states
  • Are you register for RegA+

It is also key to understand what they actually do when you are raising capital. These are some of the basic questions you need to ask of them:

  • Who contacts the investor if payment does not go through?
  • Who contacts the investor if there is a problem with KYC (Know Your Client information)?
  • Who contacts the investor for IRA payments?
  • Who contacts the joint investors?
  • Who contacts the investor if there are problems with sub agreement?
  • Who contacts the investor if there are problems during the investment process?

Bottom line:  

As a company, do you need to do anything once the investor clicks submit to make their investment?

Answers is:   NO

You should be focusing on raising capital and the FINRA Broker-dealer (who charges 1% for compliance services) is responsible for doing all of the above compliance and +.

 

What is a Securities Manual?

Posted on by Oscar Jofre Tags: , , , ,

For companies to raise capital under the exemptions allowed by the JOBS Act, there are different requirements to maintain compliance with state and federal securities laws. For example, a company looking to raise capital through Regulation A+ must adhere to Blue Sky Laws in each state they are conducting the offering. 

 

Similarly, for a company to allow its shareholders to transact on a secondary market, Blue Sky Laws also must be met. Since each state may have very different compliance requirements, an issuer can file what is referred to as a manual exemption. With the manual exemption, the issuer is required to be listed in a nationally recognized securities manual. 

 

Securities manuals are publications that include specific information and financial statements of an issuer. Examples of securities manuals include Mergent’s and Standard & Poor’s. Listing in these manuals allows issuers to sell securities in a particular state without registration as long as the manual is recognized by the state. The issuer must include:

 

  • The names of issuers, directors, and officers
  • The balance sheet
  • A profit and loss statement from the most recent fiscal year

 

As such, a securities manual is a collection of this data from many companies. For example, Mergent’s has a database of over 25,000 active and inactive companies. By being listed in a similar, nationally recognized manual, an issuer can be a step closer to maintaining compliance for their offering.

What is the difference between Title II, III, and IV Crowdfunding?

Posted on by Oscar Jofre

Through the JOBS Act, issuers can access new sources of capital to fund their business, create jobs, and provide new investment opportunities for everyday investors. Through the legislation, there are various options to choose from depending on which type of raise is best for a particular company. These different modes of fundraising are referred to as Title II, Title III, and Title IV crowdfunding. 

Title II Crowdfunding

Through Regulation D, Rule 506(c), issuers can conduct what is referred to as Title II crowdfunding. This offering places no maximum limit on the amount raised, but only accredited investors can invest in Title II offerings. Similarly, there is no limit placed on individual investors. The process is to launch this type of offering is typically very quick, requiring no audited financial statements. However, there is a maximum of 2,000 shareholders placed on these offerings. Issuers can sell Title II offerings through a regulated portal, but it is not a requirement for shares to be sold. 

Title III Crowdfunding

Title III crowdfunding is most commonly referred to as Regulation CF (Reg CF). In these offerings, issuers can raise up to $5 million every 12 months from non-accredited and accredited investors. For non-accredited investors, they are limited to investments of $2,200 or 5% of the greater of their annual income or net worth. Accredited investors face no such limitations. These issuances must be sold through an online crowdfunding platform. Similarly, the process from start to having a live offering is pretty fast.

Title IV Crowdfunding

Title IV Crowdfunding often goes by its more well-known name, Regulation A+. Of the three options for crowdfunding, Reg A+ allows companies to raise the most, up to $75 million every 12 months. Just like Reg CF, investors can be either accredited or non-accredited. For non-accredited investors, they are limited to the greater of 10% of their annual income or net worth. Accredited investors have no limitations as to the amount they can invest in these offerings. The cost to launch a Reg A+ offering is more than that of Reg D or Reg CF, but far less than a traditional IPO and allows company leaders to retain more control over their company than traditional venture capital or private equity routes.

The Similarities

While the differences are listed above, there are some similarities between each crowdfunding option. All three allow issuers to “test the waters,” which means that they can test the market themselves to see if there is enough investor interest in the raise. All three options allow non-US investors to participate as well and can use a portal for the offering. 

Additionally, neither Reg A+ nor Reg CF offerings limit the number of investors an issuer can have.

Depending on where your company is in its life cycle, there are various options available to raising capital. It is even possible for raises like Reg D or Reg CF to serve as a stepping stone for later Reg A+ raises. If going this route, the less expensive raises can help raise the necessary capital to afford the various costs associated with Reg A+ raises. 

For more information, KorePartner Mark Roderick from Lex Nova Law shared a very helpful guide to the differences (and similarities) between these different forms of raising capital. 

 

KorePartner Spotlight: Bill Humphrey, CEO and Co-Founder of New Direction Trust Company

Posted on by Oscar Jofre Tags: , , , , ,

With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners contributing to its ecosystem. 

 

Bill Humphrey has over 20 years of experience as a CPA, focusing his career on income tax, auditing, tax-related real estate issues, and forensic accounting. In 2003, Bill and Catherine Wynne began New Direction IRA to offer a service-based solution for self-directed investors to diversify their retirement portfolios. Fifteen years later, New Direction IRA became New Direction Trust Company.

 

Under traditional securities firms, Bill noticed that investors could only make investments on Wall Street but didn’t agree with that idea. Instead, he believed that people should have the opportunity to invest in something they understand, they just needed a custodian. Bill has a passion for education and empowering his clients to invest in what they want. He is driven to make self-direction intuitive, modern, and digitally powered.

 

At New Direction Trust Company, the firm acts as a custodian for IRAs, HSAs, and 401K accounts. These types of plans are uniquely suited for investments; there is more money in an IRA than in the pockets of the account holders. Through Regulation A+, investors can use IRAs to make investments in private offerings, creating more opportunities for people to invest. Such opportunities allow investments in companies that may evolve into large companies. Traditionally, these opportunities were only available to accredited investors, leaving the retail investors out of the significant return of an IPO.

 

The firm places a large emphasis on automating the processes of making these investments. Historically, paperwork has been slow and unattractive to investors. Instead, the experience should be similar to investing on Wall Street. This is one of the reasons a partnership with KoreConX makes sense; both companies are aimed at many of the same things. KoreConX and New Direction Trust Company are committed to making private investment transact smoothly and through automated processes.

Join the new American Revolution – financial markets equality for all

Posted on by Oscar Jofre Tags: , , , , , , , ,

This post originally appeared on the Rialto Markets blog and was written by Lee E. Saba, Head of Market Structure at Rialto Markets.

 

Very few people understand the revolution now taking place in financial markets.

It is to do with private markets and has been sparked by new regulations allowing investment and trading access to the masses.

For the first time, you and me, mom and pop, can invest in early-stage companies once exclusive to the elite investor. You know the investors I refer to: those with deep pockets that always seem to get in early, make a fortune when the company goes public, then exit the position as fast as possible to lock in significant gains.

Well, those days my friends are now a thing of the past.

Access to the best private company offerings

Retail investors now have access to some of the best private companies available at the early stage. Imagine investing in Tesla, Amazon or Coinbase before they listed on the “big” boards like the NYSE and Nasdaq, you know, during that high growth period where the real money can be made.

Accessing private markets is not in any way a guarantee for future gains however, because everyone who can pass anti-money-laundering (AML) and know your client (KYC) can get access to these companies now.

Hundreds of thousands private investors are joining the crowdfunding revolution

But how did we get this much wider access? It’s due to the JOBS Act of 2012 creating two new ways for private companies to raise money – Regulation A+ and Regulation CF (CF is short for crowd funding).

These two new rules (or exemptions as they are formally known) allow private companies to raise up to $75 million via Regulation A+ or up to $5 million via Regulation CF.

And anyone can invest in them. You no longer have to be a high-net-worth investor to get access – you can just be you. It’s a revolutionary development now gaining rapid adoption across the private markets’ landscape, allowing everyday citizens and traditional large financial institutions to invest side by side.

Gaining access to these previously inaccessible assets is a huge step in the right direction, but there is one more exciting angle to these assets. Drum roll, please….

Secondary Market for RegA+

Secondary markets mean if you bought a private placement security, say a Regulation A+, in the primary market (when the private company is open to outside investors) and want more of it or need the money you originally invested to pay off student loans or put a down payment on a home, you can now monetize that investment and get your money well before the company sells or goes public.

And there is an SEC regulated marketplace to buy and sell private placement securities. This means investors in private securities have a government regulator looking out for them, not some fly-by-night unregulated crypto operation run by novice entrepreneurs but a full-blown marketplace to match any buyers to the sellers and any sellers to the buyers.

This regulated matching facility is called an ATS (Alternative Trading System) and the professional investors on Wall Street have used these for years to get the best price and least amount of market impact as possible. But now anyone can access the world of private placements through a regulated ATS like ours at Rialto Markets.

Rialto’s team has built numerous Alternative Trading Systems in the traditional capital markets arena and has now leveraged that huge experience to launch its new ATS for private securities, enabling all investors – from retail to high end institutions – to participate in secondary markets for private securities.

Secondary trading for private securities? Yup. It’s a whole new and brave new world.

What is a Company’s Duty to its Shareholders?

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For many companies, raising capital often marks a major milestone. With increased sources of capital, the company can grow, hire new employees, and develop new products that can leave a lasting impact on the world. With the continuing developments of exemptions like Regulation A+ and Regulation CF, companies have a powerful mechanism to raise this needed capital without the costly expense of going public through an IPO.

 

However, this increased access to capital does not come without great responsibilities. Any company taking investments from shareholders are obligated to carry out their duties to their shareholders.

 

By definition, shareholders own a portion of the company depending on how much they have invested. With that ownership, shareholders are granted rights such as voting, access information, and participate in meetings. As a company that has taken investments from these individuals, the company must ensure that these rights are maintained.

 

First, companies are required to hold an annual general meeting, sometimes called an annual shareholder meeting. During these meetings, companies must present information on the company and allow shareholders to vote on company matters. It is the company’s duty to shareholders to conduct this meeting within 150 days of the end of their fiscal year, notifying shareholders no less than 20 days before and no more than 50 days before the meeting is scheduled to be held. If a shareholder is not able to attend, they should be able to cast their vote by proxy.

 

Additionally, companies must allow shareholders to access the information they are permitted to view. Such information includes the company’s articles of incorporation, bylaws, financial statements, meeting minutes, and corporate stock ledgers. The company must provide this information to its shareholders when requested.

 

Beyond these duties, it is also the duty of the company, its directors, and leadership to make business decisions with good judgment. In transactions, the directors should not personally benefit from any decision at the company’s expense. Officers should also conduct themselves the same way, decisions should be made so that they are in the best interest of the company.

 

Any company with shareholders is responsible for conducting business in the best interest of the shareholders and the company itself. Shareholders must be required to vote on significant decisions, while the company must provide shareholders with important company information they are permitted to have access to. Maintaining these duties is essential to good and legal business practices.

KorePartner Spotlight: Scott Allen, CEO of InvestAcq

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With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners contributing to its ecosystem. 

Scott Allen is the CEO of InvestAcq, a firm of investor acquisition specialists. For companies looking to raise capital in the private markets, InvestAcq identifies the best potential investors for RegA+, RegCF, and RegD 506(c) raises to effectively target investors and attract them to the offering. The firm’s specialty is working with companies in the medical industry, such as biotech, medtech, pharma, and life sciences, or those who intend to use RegA+. 

We took some time to speak with Scott to learn more about himself and his firm. Here’s what he had to say. 

 

Q: Why did you become involved in this industry?

 

A: I’ve worked in and with startups and entrepreneurs most of my career. I believe in entrepreneurship—it’s the lifeblood of our economy. And I know startups need access to capital. I’ve seen the downsides of the whole cycle: insufficient capital, insurmountable debt, VCs taking control of companies, spectacular IPOs that went bust within a year.

So when my long-time friend, client, and collaborator Stephen Brock, founder of Medical Funding Professionals, told me about Regulation A+ and his vision for bringing it to the medical innovation sector, I was in. It addresses perhaps the biggest need, in probably the highest impact industry. What could be better than helping put money to good use saving lives and improving quality of life?

 

Q: What services does your company provide for RegA offerings?

 

A: We are investor acquisition specialists. We use the latest marketing techniques to help companies find the best potential investors for your offering, effectively tell them your story, and make it as easy as possible for them to invest.

Our company offers a complete multi-channel integrated marketing solution, including marketing strategy, web design, email marketing, content marketing, social media, digital advertising, public relations, and investor relations. We particularly focus on the idea of “Sell the story, not the stock” — we see strong brand marketing as the foundation of everything else. Research shows that strong brands achieve a higher return on ad spend and ultimately higher market caps. In a Regulation A+ offering, telling the company’s story well attracts the investors you want—impact investors who believe in your vision and will become advocates for your business.

 

Q: What are your unique areas of expertise?

 

A: One thing that’s unique to our firm is our experience in the healthcare sector. In addition to the SEC and other regulatory compliance issues, we also have to deal with FDA regulations and guidelines. While compliance is still ultimately up to the issuer and their attorneys, having a communications team that’s experienced in those issues reduces a lot of back-and-forths, and really speeds up the process. We even occasionally catch things that the attorneys miss, so having another set of experienced eyes on that content adds an extra layer of protection.

Personally, I have over 25 years of experience in digital marketing and several more in traditional marketing before that. While I have a broad range of experience, my unique area of expertise is social media, and more broadly, virtual business relationships. I got into social media in 2002, before it was even called social media. I co-authored the first book on social media marketing, The Virtual Handshake: Opening Doors and Closing Deals Online, and have trained or consulted with hundreds of clients over the past 19 years.

 

Q: What excites you about this industry?

 

A: Five things:

1. Getting capital in the hands of people with products that can impact people’s lives and change the world. They can only have that big impact if they can get the money they need to complete their research and development, go to market, and scale.

2. Helping those innovators stay in control of their company so they can execute their vision.

3. Making sure those founders, early investors, and early hires reap fair rewards for their vision and efforts. To me, late money should never be as valuable as early sweat.

4. Helping CEOs stay focused on executing their business plan. With traditional angel / VC / private equity, the CEO basically has to take 6 months to a year away from their company to focus on fundraising. “Run your raise, or run your company. You can’t do both.” A typical VC round requires 100+ investor meetings, on average, plus countless hours of due diligence, emails, and other support. With Reg A+, much of the activity is shifted to an investor acquisition firm like us. And much of the time the CEO spends is leveraged — one webinar to hundreds of potential investors, one video that lasts for months and every potential investor will see — not hundreds of one-on-one meetings.

5. Reg A+ is good for investors. GREAT for investors. We believe everyone should be able to invest in early-stage and growth-stage companies. Until recently, most people could only invest in companies listed on the public stock exchanges. Main Street investors couldn’t get in on IPOs. Now nearly any investor can get in on innovative companies before they go public. It’s your money—you should be able to invest it where and how you want—have an impact on the world with how you choose to invest.

 

Q: How is a partnership with KoreConX the right fit for your company?

 

A: KoreConX is the industry leader for private market fintech. It’s been years in development and has more real-world testing than any other solution.

Also, as a marketer, I love the fact that KoreConX allows us to control the investor relationship from start to finish. We have visibility into every step of the process that you don’t get on the equity crowdfunding platforms.

Most of all, though, KoreConX has been an enthusiastically proactive partner; joining us for sales calls, building custom branded demos for our prospects, promoting us through the partner program, and even working with us to put on a KoreSummit focused on our industry niche.

 

Watch Scott’s KoreSummit panel on Investor Acquisition in Medtech and Life Sciences here.

 

As a Canadian Company, can Canadians Invest in Your RegA+?

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We have extensively discussed how Americans can invest in securities offered under Regulation A+. However, Canadian companies can also use the exemption to raise capital to fund their businesses. Despite the ability for Canadian companies to use Reg A+, this was a decision made by US regulators, as the JOBS Act is a US, not Canadian, law.

 

Because Reg A+ is a US regulation, it makes it incredibly simple for Canadian companies to raise money from investors based in the United States. They go through the standard procedures for Tier 1 or 2 offerings before making the offering available to investors. On the other hand, Canadians investing in Canadian companies through Reg A+ is a little more challenging to be done.

 

In theory, it is possible. The issuer would need to be qualified in each Canadian province they are conducting the offering in. They can seek a Canadian equivalent of a broker-dealer to structure the offering so that investors can invest. In practice, this is not done very often, as meeting compliance requirements for all Canadian provinces is challenging in addition to US compliance requirements. In addition, the cost would be far more than the potential upside. Interestingly enough, Canadian regulators have created rules for secondary trading that give Canadian investors more opportunities to invest. Canadian investors can “hop the border,” so to speak, and buy securities in a secondary market transaction. This allows Canadians to purchase securities in a Canadian company.

 

Even though Canadian companies could technically raise money from Canadians under Reg A+, it is often cost-prohibitive. That does not mean investors are out of luck. Through secondary market transactions, Canadian investors can purchase securities in Canadian companies, allowing them to become shareholders.

Why do I need Blue Sky registration for Secondary Trading?

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Through the Regulation A+ exemption, securities issuers can raise up to $75 million as of March 2021. This creates a significant opportunity for the everyday investor to make investments in private companies and for the companies to benefit from the large number of investors that exist within this space. Unlike securities purchased on a national securities exchange, like the NASDAQ or New York Stock Exchange, investors in private companies have been somewhat limited in their options for liquidity.

 

This created the need for a secondary market on which investors could sell shares to other interested buyers, rather than waiting for the company to go public through an IPO to sell their shares. However, when it comes to enabling investors to be able to access secondary market platforms for their shares, there are a few things issuers need to consider.

 

First, just as the original offering has to comply with the Blue Sky laws in the states they choose to do business in, secondary market trading falls under the same requirements. For offerings that fall under the Tier 1 Reg A+, offerings are required to meet the blue sky requirements in each state and must be reviewed and registered by the state and the SEC. For Tier 2 offerings, the offering preempts Blue Sky laws and does not require review and registration. Some states also require issuers to work with a broker-dealer for the offering, so issuers should pay careful attention to that requirement when preparing their offering.

 

Similarly to complying with the laws governing raising capital, issuers must also comply with the laws that govern secondary trading markets in the states they are looking to make secondary trading available in. Since Blue Sky laws vary between jurisdictions, it can be difficult for issuers to maintain compliance with the laws in each state. In this case, issuers can file for “manual exemption” of the Blue Sky laws, accepted in numerous states. This means that issuers can qualify for secondary trading as long as they meet disclosure requirements, like meeting financial standards and ensuring that key company information is listed in a national securities manual.

 

While meeting compliance requirements to offer secondary trading to investors may seem like a challenging task, working with a broker-dealer can ensure you are meeting all requirements. As an issuer, once you can offer secondary trading, your investors will benefit from liquidity options for their shares.

KorePartner Spotlight: Stephen Brock, CEO of Medical Funding Professionals

Posted on by Oscar Jofre Tags: , , , ,

With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners contributing to its ecosystem.

 

There are two things that Stephen Brock is incredibly passionate about in the business world; gaining access to capital for innovative companies to make their products for the benefit of patients in the world and making sure that those company’s founders, early employees, and investors retain control. If that seems like a tough challenge, you have not met Stephen. What he said in an interview with Yahoo News was that “if we truly want to support innovation, let’s make sure the innovators see the just rewards for their efforts.”

 

Stephen does this by introducing companies that may not have heard of the tremendous amount of opportunity there is in the healthcare field for innovative companies using the Regulation A+ exemption under the JOBS Act. Now, companies can raise up to $75 million per year outside of the usual avenue of bank and accredited investors through Reg A+. While those in the private capital space understand this opportunity, Stephen brought something shocking to light, “80% of the people I talk to have never heard of Reg A+. And of those that have, only one or two have actually known anything about it. So, it’s on us to educate them, and that’s what we do—show them exactly what it could do for their company.”

 

This change is huge for those in the fields that require high costs to get their products to market. This, in combination with the stricter lending from the usual channels during the pandemic, makes what Stephen and his company, Medical Funding Professionals, are doing so important. They are helping innovators in the medical field bring new and life-changing technology to patients while retaining control for their technology.

 

As a registered investment advisor with over 20 years of experience in securities and finance, Stephen knows the field and is excited about the partnership with KoreConX, which has also been educating people on this powerful new financial tool.

How often do I need to hold an AGM?

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Every year, Warren Buffet hosts the Berkshire Hathaway Annual Shareholders Meeting. This meeting is an Annual General Meeting (AGM), widely viewed with many people in attendance. The reason for this is that it is often more than the typical AGM, which we will detail below, as Buffet often talks about more than just Berkshire Hathaway. This year, on Saturday, May 1st in Los Angeles, Buffet was joined by, as Yahoo Finance reported, “Vice Chairman Charlie Munger and both shared their unscripted views on Berkshire Hathaway, the markets, the economy, corporate governance, and a lot more.”

 

This example is only one of what an AGM can be. First, these meetings are required by regulations imposed by the Securities and Exchange Commission (SEC). An AGM, as the name suggests, is a meeting held every year for shareholders. This is the time for a company’s board of directors to present information to the shareholders and a chance for shareholders to exercise their right to vote, given to them by owning a share, after hearing the vision and direction of the company.

 

Some specific requirements are defined by each state in which a public or private company is incorporated, however, they follow a general set of what should happen at each. This variance comes from the company’s articles of incorporation, bylaws, and state requirements. The typical AGM breaks down as follows: 

 

  • Reading and approval of the minutes of the previous meeting 
  • Financial statements
  • Ratification of the director’s actions
  • Election of the board of directors
  • Concerns and questions from Shareholders

 

While shareholders are the focus of this meeting, they are not always available for the meeting. For this reason, they can vote by proxy via an online avenue or by mail. In addition, the SEC requires public companies to make meeting information available online for shareholders, so that they can be informed of their votes. Meeting information is also submitted to the SEC for regulatory compliance and sets the specific date and time for the meeting. These reporting requirements are a means to provide transparency for shareholders and the accountability of company management. 

 

The question of how often to hold an annual general meeting is every year. More specifically, from Cornell Law:

 

“An annual meeting of the shareholders of the subsidiary holding company for the election of directors and for the transaction of any other business of the subsidiary holding company shall be held annually within 150 days after the end of the subsidiary holding company’s fiscal year.”

 

Shareholders will also need to be notified a minimum of 20 days and a maximum of 50 days before the event. Outside of this yearly meeting for shareholders, if there is an action that the company needs shareholder votes for and cannot wait for the next annual meeting, they can call an Extraordinary General Meeting. EGMs are meant for urgent matters that cannot wait.

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