Can Research Help During Your Capital Raise


Oscar Jofre

CEO and Co-Founder


Oscar Jofre

CEO and Co-Founder

Oscar is currently one of the Top 10 Global Thought Leaders in Equity Crowdfunding, a Top 5 Fintech Influencer, Top 10 Blockchain and a Top 50 InsureTech. He has published an eBook that has been downloaded in over 20 countries, and been distributed by partners worldwide. Oscar is a featured speaker on Fintech, regulated, equity crowdfunding, compliance, shareholder management, investor relations, and transparency in the USA, Australia, UK, Germany, France, Netherlands, Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance, RegTech, insurance, banking, legal, and crowdfunding. Oscar also advises the world’s leading research, accounting, law firms and insurance companies on the impact Fintech, RegTech, LegalTech, InsurTech and OrgTech is having in their business.

Andrew Corn


E5A Integrated Marketing

Andrew Corn


Andrew Corn is the CEO of E5A Integrated Marketing, a systematic, data-driven investor acquisition-focused agency that assists firms with raising assets or capital, engaging in outreach to prospective shareholders or clients, and launching new products. His experience spans several industries, including advertising, marketing, software development and investing. Previously, Andy was the CIO for E5A Funds LLC, a firm specializing in alternative investments and after-tax alpha strategies. He also served as CIO for equities at Beacon Trust Company, CEO of Clear Asset Management, and SVP for Corporate Marketing for Prior to that he was EVP Digital for Citigate which purchased his software firm MasterApproach and was the CEO/Head of Strategy for the agency Admaster Communications.

Chris Lustrino

Founder and CEO


Chris Lustrino

Founder and CEO

Chris is the Founder & CEO of KingsCrowd. KingsCrowd is the first and only independent rating and analytics platform for the online private markets. He and his team provide data-driven ratings on every available startup investment across all major platforms (e.g., Netcapital, Wefunder, SeedInvest) in addition to providing in-depth research tools, market insights and portfolio analysis. KingsCrowd works on behalf of investors with the sole mission of providing institutional-grade tools for investing like a pro in the online private markets to everyone.

Oscar Jofre  00:00

But just getting everything set up. Just give it a couple seconds. We’re going on YouTube Live. And so we can get the series going. This will take 30 seconds. And here we go. All right. So good afternoon, everyone. And once again, welcome to the KoreSummit webinar series. 2021. My name is Oscar Jofre. I know everybody’s wondering who is this Oscar Jofre, but you know what, I’ll leave that to a later moment. You can Google me. There’s even a statue about me. So you know, leave it at that. But listen, today, we’re glad to have two colleagues, you’ve probably heard us to get gain, having a little chit chat here. And we’re gonna have a great conversation like always, now you get the format, 45 minutes of talking 15 minutes of kind of q&a persons. If you have any questions, there’s a little home there that if you put your hand up, boom, we’ll be more than happy to bring you in and ask the question. But before we get started, I’d like to have our panelists that this afternoon introduce themselves. So Chris, let’s start with you.


Chris Lustrino  01:02

Hey, Oscar, thank you so much for having me, as always, always a pleasure to be on your webinars, and really looking forward to this conversation with you guys. So yeah, my background I My name is Chris Lustrino. I’m the founder and CEO of Kings crown. In one line. We’re kind of building the first kind of Bloomberg slash Morningstar rating and analytics service for the online private market ecosystem. Our goal is to provide investors with independent unbiased research on pre-Seed to pre-IPO investment opportunities across every one of the online private marketplaces, from places like Wefunder, and seed investor, Republic, all the way up to the origin shares post in the equities ends. So that’s the solution that we’re building out. Today we’re at 100% coverage of reg CF deals, we’re at about 50% coverage of A plus deals and we’re continuing to build that out. And we’re really excited about the solution that we’ve built to date us ourselves to raise $1.7 million across reg CF and 506C. We have 12 full time team members, and we’ve grown to over 350,000 subscribers across multiple products. So anyway, really excited to be here and discuss this very, very pertinent topic.


Oscar Jofre  02:11

Perfect, excellent. Andrew, people know you people know me.


Andrew Corn  02:17

My name is Andrew Corn. I’m the founder of E5A. We are a systematic data driven investor acquisition from my background includes some brightening IPO roadshows building a an agency, selling it, working in financial publishing on the marketing side. And then switching careers, building a multi factor model, managing equity portfolios, designing ETFs, running a small hedge fund selling that company, and then worked for a bank where I was Chief Investment Officer, and then switch back to marketing. So we basically market financial products and also work on cap raises for real estate and for RegA plus reg D. And then of course, recently taking on reg CF now that it’s going to five. But also in my sordid past I was as a CIO and Portfolio Manager, I actually published a lot of buyside research. And you can find it, it’s still on the Barron’s website. I’m actually still on Seeking Alpha where I’ve a mere 198 posts, although all them are old, because I don’t do that full time anymore. But anyway, really, in on research, Bloomberg actually hit me an hour ago, seeing if I want to buy yet another Bloomberg terminals, which I don’t. But I love having access to them. And I love what Chris and his firm are doing. So thanks.


Oscar Jofre  04:03

So we’re gonna have to look at that two lovebirds. Okay, so they like each other. Didn’t expect this. I wanted to have a little bit of a friction, you know, friction. Oscar. I didn’t see that coming. So Alright, so for today’s topic, I mean, it is now becoming the topic of conversation that years ago, it was either too early, there was any there was no reason to discuss it, or at least they didn’t have any wheels to to get, you know, there was nothing there. So it’s good idea, but like, like, Oh, good idea. So it was just either too early. But now we’re in a different state. We’re in a different state when it comes to research. We’re seeing different types. So let’s before we dive in to the value of research, I think it’s important for the audience to understand the different types. So obviously, Andrew, you got one background, you came from a regular environment. And Chris, I’m gonna start with you. So your your the approach that you’re taking, for the research you’re doing, if you can walk us through that part, just as an overview.


Chris Lustrino  05:09

Yeah, absolutely. So, you know, the approach that we’re trying to take is a creative solution that makes the private markets that are now accessible online to retail investors. And any institution that you know, isn’t necessarily a VC or PE shop, the ability to invest with confidence, and the only way we’re going to be able to do that is if we make these markets feel like the public markets. So what makes the public markets go forward? Well, it’s having access to your Bloomberg your morning serves your Wall Street Journal’s. All of the news and research and data that’s available on the public markets is what gets people to actually take action. And that’s so when we built the we funders and Republic’s in the second best in the world, well, that was wonderful. The reality is they’re marketplaces and you’re not really in the business of selling securities are providing lots of research, they’re their goal is to put up companies make them available for investing, and accept cash in exchange for equity. Our job in this market is to fill that gap, it’s there to help independent investors figure out what they should be doing, where they should be looking. And look at the key criteria of each one of the potential investment opportunities they have in front of them. So the way that we do that at Kings crown is we focus on being an independent ratings provider that looks at 100% of the universe of available opportunities that exist to invest in, we don’t take any money from the startups, we don’t take any money from the platform’s, we work wholly independently with the idea of providing you a comprehensive worldview of all of the opportunities for investment that you have available to you. And then what we’ve done is we’ve created a tailored rating system for looking at these types of companies. Clearly, if you use Bloomberg data, or Morningstar ratings, it would simply not apply to early stage companies. So we’ve developed this proprietary rating system that’s fully data driven, that looks at all early stage companies and the exact same way. So we collect over 170 data points on every one of the available investment opportunities that’s out there, utilizing the reg CF model, everything from past years financials, income and balance sheet, valuation terms of the deal, how many investors are investing the market, they’re in the founders experience levels, etc, etc. We take all of those data points, we ingest them into our system, and then basically benchmark all of the available opportunities against one another, they come out with a report that says this score is a 3.5 out of five, which basically tells you Hey, they’re kind of in the middle of the market across these various dimensions. And we break down each component of an early stage company from evaluation to the market opportunity, the founders experience, the differentiators and the performance of the business. So that’s what we’re doing is creating a comprehensive report, and allows you to look and compare every one of these investment opportunities in the exact same way so that you yourself can make an informed investment decision.


Oscar Jofre  07:56

Okay, and thank you for that recap. And just, again, this is not for no other reason, just to be clear, the in a new, I think you stressed out there that you’re not getting paid by the company, you’re not getting paid by the platform, you’re doing it independently of that, because you’re using the First Amendment as a way of producing this report to the general public. This is a an important aspect that those who are listening in, when it comes to them, we’ll get a little bit more deep into that. But Andrew, you’re on the other side, you you come from a fun world, you come from a world where everything has to fit within the boundaries of the SEC and FINRA, and research has been critical. So now we’re bringing it into the crowd, you know, the the JOBS Act with REITs. Yep. RegA. And, you know, the there’s the other side of research, right? Yeah. So,


Andrew Corn  08:49

you know, I have many, many questions. For Chris, do you have a pipe directly from the different platforms?


Chris Lustrino  08:59

So we have a pipe directly to the SEC, Edgar filing websites, that’s where we pull in all the deal flow, right. And then we go and collect additional information, your own private equity?


Andrew Corn  09:08

Yeah, because last count, there were like 65 CF platforms, I think now there’s closer to 90. So that is an important thing. So you know, you were doing this, I think, a really good way quantitatively, there’s no bias involved, etc. But unlike public companies, because I’ve done this exact project before having built a multi factor model, it certainly worked better on large caps that it didn’t on small caps for a variety of reasons, some of which I’m about to cuisine one. So in a good natured wag, so, you know, if there’s a company with revenue in one that’s pre revenue, will the revenue company rate higher?


Chris Lustrino  09:57

So it’s a great question, and the way that we built their models is we look at early growth and late stage organizations. So early is your pre seed and seed where you know, the vast majority of time, you’re not going to see revenues or you’re going to see very little revenues, growth stage, it is going to be much more looking at those types of aspects. And what we’re doing is we’re starting with a generalist view where you look at all companies within that kind of similar stage of business, where do they stand on these key components, but over time, will create more division, you know, ratings, where, hey, a biotech we recognize is going to have revenues for years, it’s going to be more about looking at what stage of development? Are they at what phases of clinical trials have they made it through, and create a more nuanced view of the world? Now to start out, it’s simply to help people understand where does this company stand in relation to that other company. So they’ll be able to see what their revenues look like what their monthly burn rate looks like, against those other companies that are out there. And that pre seed and seed stage territory, we’ve created some mechanisms for weighing those who are actually generating revenues versus those that aren’t to nonprofit companies that are pre product and look at them a little bit differently. So we have created some mechanisms to dilute the value of necessarily having revenues and those really early days, that goes away as you get to later stage companies. But for the really early stage ones kind of part of our mechanism is recognizing, hey, this is pre product, which increases its risk level. But in reality, you know, they shouldn’t necessarily get dinged for not having.


Andrew Corn  11:22

So how do you how do you judge experience, especially in the pre revenue companies,


Chris Lustrino  11:28

so one of my favorite things that it’s funny, probably some of my worst investments in life have come from backing people with really interesting ideas. You know, there was one, it was a Y Combinator backed real estate tech company, the guy had no experience in real estate. And guess what they failed. And a lot of people who don’t have experience in their industry trying to hop in and you know, innovate and break the model oftentimes don’t know enough, but their breaking might actually be essential and needed. And so the way that we look at experience is how many years have you actually spent within the industry you’re working in? And do you have any exits or former successes of companies that you’ve started? So we use that as kind of our initial gauge to look at the actual experience of the founding team? other data points that we can collect? What university? Have you gone to? Have you worked with other founders on the team before? How big is the team? How long does team members work there? What are their experiences look like? So we’re collecting a whole ton of data points around the team to understand what the actual experience level is, for that industry for that sector for that capability.


Andrew Corn  12:29

Interesting, because, you know, a lot of times with startups and I’m a fairly active angel investor, and I made my first reg CF investment week before last night for won’t be my last. But in that reg CF investment, they had come to my agency looking for us to help raise money, the raise was too small, the cost of capital would have been too high engaging a firm like ours. So we said no. But if you come back and want to do a RegA, that would be great. But I really got to speak to the CEO for a while understood the mindset, dug in way more than what would be on an offering page and also met their head of marketing, who, on paper isn’t all that experienced, but had related experience I had a lot of respect for and also innate intelligence that I was able to really quantify through conversation. So it’s hard to do that when it’s just strict Kwan.


Chris Lustrino  13:36

So one thing that I’ll kind of throw in there, the way that I tell people to utilize their product at the top level is we are a market scan tool. There’s over 400 available investment opportunities right now across 50, 60, 70 plus platforms, right? Just the idea of trying to manage to go and find all of those opportunities, and then dig in each page to figure out you know, where you can find the opportunities you’re interested in the industry you’re in that are actually good quality. That’s a lot, right. So our tool right off the bat, you can say I’m interested in b2b SaaS, I’m interested in companies that are below a certain valuation. And I want to see the companies that are scoring highest. And now you get your universe from over 400 valuable investments down to maybe 10. And then you can dig into each one. And then when we say we’ll go off and do your own research, go and do additional diligence. But now you have a much smaller universe where you feel good about the three opportunities you’re looking at, not the 300. But then going off of that, one other thing that we do is on about 50% of companies, we actually initiate a deep dive diligence. So we essentially saying, Hey, this is an interesting company, the data was really interesting. Maybe it’s four to 3.7, which, you know, isn’t the best score, but it’s pretty good on our model. And we say, but there’s something really interesting here, let’s go talk to those founders. Let’s spend extra time with them and do a deep dive, my whole background of private equity diligence and venture capital diligence, so I know how that process works. Our whole team is ex VCs. We have, I don’t know six or seven full time. Now that just do investment research, so we have them go off and do the work and talk to the founders and learn more about the deal. So you’re right, there are components that you’re not going to capture. But what I’ll say is, you know, with Morningstar, the way I used it as a kid growing up, when I was investing inside, like on my Merrill Lynch account, I’d say I want to see these industries. And I want to see all the fives and fours. I didn’t invest in everyone, I investment, probably three out of every 10. But my universe became so much smaller and so much easier to read. Yes,


Andrew Corn  15:26

yeah. So using it as a screening tool. And as a scoring tool sounds like that. That’s really useful. And starting with a number like 400, which isn’t the biggest universe in the world. But for private investing open to everyone in the country, which reg CF is, I would say, that’s a pretty nice size universe. So using it as a screening and scoring tool, I think is great. And then digging in deeper. So you have the team basically have, as you said, x VCs or consulting. So they understand both operational due diligence as well as the investment due diligence. And so do you guys write reports on those companies? Or do you just adjust your store score?


Chris Lustrino  16:09

No, wait, so we, we initiate coverage, like I said, out about 50% of companies, and we basically have to have that strong buy by underweight model that’s utilizing, you know, the traditional public equities world. And so that’s where you get kind of the full in depth report. And essentially, what we do is for all those early stage companies, if it’s price, if it’s market size, whatever, we go into kind of a deep dive about each component. And then we kind of have the bearish and bullish outlook and an executive summary. And then in addition to that, for a lot of those companies, you’ll find a link, but actually, like your founder profile, where we’ve done a q&a session with them as well, we do that outreach, we say, Hey, this is a company that’s made it through our process, and is worth having conversation with,


Andrew Corn  16:50

do you get crying phone calls after you publish?


Chris Lustrino  16:53

We don’t actually. So we’re really good about the process that we take, we’ve been very careful throughout this whole thing, to be respectful and recognize that these are all founders just trying to make it trying to make something happen. Our ratings are behind paywalls, you have to you know, pay to actually access that information. And what we find the behavior on our platform is less of a, we’re gonna pull money away because we said this was underweight, and it’s more of a people will probably end up investing because they find an exciting opportunity that they otherwise wouldn’t have found it’s more of a discovery tool than a detracting. But the reality is, we’re very respectful and thoughtful about the approach we take by creating a structured process that calls out all of the components make it much easier to kind of reflect that, hey, we’re taking the same process with every one of you, we’re looking at you in the exact same way. Worst case scenario is you’re kind of at the bottom of the pile, and you don’t get filtered up to the top. But it’s not necessarily going to be this massive thing against you. If you can’t work beyond that. There’s probably a bigger issue. But we really, I’ve been very surprised. We’ve had very, very few people reach out and even have any concern,


Andrew Corn  17:58

right? So I used research, we would publish essentially, hey, we would not only do we own this in our portfolio, but we would buy. And we would also do after we would sell or when we were trimming we might write well, we always publish research, usually just to our clients. But sometimes we would share that with the outside world as well. But our revenue model was assets under management with all the work you’re doing quantitative, qualitative, what’s your revenue model?


Chris Lustrino  18:29

Yeah, so we’re at subscription, basically SAS license fee business. And the way that we sell is is very much the Morningstar model, we sell the individuals on a lower cost subscription fee anywhere between 10 and a couple 100 bucks based on the level of access you need, the number of deals you want to invest in, etc. We have we sell to institutions, Wealth Advisors, family offices, arrays, those are more expensive products, because there’s more hand holding, there’s more integrations with their services, there’s more data reporting requirements, they have to be able to tell their clients about the deals they’re investing in. And then the big opportunity, and I can’t get into who the institutions are, but I can tell you some of the largest public equity data providers on it partner and have a solution in this space. And a lot of the big public brokerage account providers want to build solutions for retail investors and private equities. But guess what, they need a third party rating provider license game to reduce your liabilities and also provide a level of education and research to their end user.


Andrew Corn  19:25

Cool. Why don’t we let Oscar get a word and I’m not sure why but I think we should.


Oscar Jofre  19:32

I don’t know why either. Because I told like you’re just gonna grow the poor guy. I mean, the guys in the corner there and you’re like,


Andrew Corn  19:38

I’m throwing softballs here. Oscar.


Oscar Jofre  19:41

Chris. He


Andrew Corn  19:43

softballs for what? Total?


Oscar Jofre  19:46

Total soft Wow. Okay. No, that’s good. No, I mean, look, it’s the one part that I think it’s a it’s good that we kind of flushed out what you’re doing on your end, Chris. Obviously, there are other types of research that’s emerging that’s coming from the broker dealer community, because you know it. And I think the issuers, the companies that are listening in right now or any listening to this, they, we try to make it clear that research can be a good asset. And the reason why Andrew is here is because he’s in the investor acquisition. So I’m really curious from your end, before I go to my next question, how do you feel about research? I mean, you’re, you’re helping a client right now raise 50 75 million. Obviously, Chris’s team is doing their own, they’re getting it directly from their form one a. And obviously, the company you’re working with can’t have any interaction to it. Because at that point, that company aidid, it owns that report to you as well. So that further stays away. But do you think that will have an impact in your primary capital race in a positive or negative way?


Andrew Corn  21:01

So it does, and I think it’ll be more positive than anything else. One of the things that we would do in a situation with a firm like, Chris’s is to make sure that they have all the information that they have a real complete picture. So if we were working for a company, and we were not 100%, happy, three, seven, why can’t we have a four two? And here’s why we would definitely go and make the case. But we would do it legitimately with here’s information that you may not have access to. The thing about e five a is we’re kind of the masters of saying no to issuers. And the reason for that is, is that we screen or issuers, we get lots of referrals. We don’t say yes to everyone, because we want to work with very high probability clients, who have a good track record who have strong management have a great idea, and are addressing a market that needs to be addressed. So with that hand in hand goes research to support that I was writing my selection, which, you know, I’m hoping that would be underscored. But so far, we’ve only talked about reg CF. And Oscar, you just said, Let’s up the game and talk about RegA.


Oscar Jofre  22:19

Yeah, I mean, the Yeah, reg. Reg CF, I’d look, I think it’s still just as critical and reg CF, I mean, you’re going to get a different type of company now that they’re filing may not tell you everything. I mean, we’re seeing Newton, I know, Andrew, and I’ve seen companies that raise considerable amount of money, which is under reg D, that information may not be available, now they’re doing a reg CF, they only have to give a little bit of information, and all of a sudden, you’re going to do a report on them. I’m really curious about that. But then, of course, the RegA I mean, the RegA is really I really believe that there’s, so maybe we’ll take it in two steps. So let’s talk about that kind of off the 1 million to 5 million. How will even though the research may be positive? How will the data be gathered, and I know you’ll still be using the same techniques as you’re using now. But some of that information may not be available, because this company historically have been, you know, fully operational for 1015 years, right? They’re not disclosing that openly, they’re only going to disclose whatever’s on the form See, could be wrong. And


Chris Lustrino  23:29

so, I mean, the reality is, you still have to provide last two years, right. And past performance is not an indicator necessarily of future performance. But it should hopefully at least give you a sense of where that business is today in the in the near past. And, you know, what if they had a rocky pass, or an excellent pass, and now they haven’t, okay, you know, somewhat current period or in unsavoury current period, either way, we’ll get a sense from those past two years financials, kind of where they stand and what things look like. And then this is all about context, right? So obviously, the company is going to give you a good amount of information. But the reality is you need to go off and look at Well, what are the valuations of companies that are in a similar stage raising capital? And are they above that? Are they below that? If they’re above that? How are they justify it? Is it a really experienced team? Is it because they’re a first mover is because they’ve had amazing performance in the past couple of years? What is it that’s leading to them, you know, having this higher valuation or whatever it may be? So it’s looking at the broader market context and being able to take the data that we do get, which, by the way, is much better than you would get in a traditional venture capital world and utilizing that to our benefit to create more context for the investor. So I don’t think the process will change. We have to work with the data we get and then what we can build on top of that. But I don’t I think it’s much, much better, frankly, than we’ve ever had before. Yeah, I think.


Andrew Corn  24:47

I think part of the question that Oscar is getting at is right now it’s a level playing field. Everyone’s raising between zero and a million dollars. Sure. March 15. Comes bam. Now we’re gonna go We’re gonna have all these companies raising between two and five as well. The nature of the race is different. Yeah, the nature of the firms are different.


Chris Lustrino  25:10

Right? Oh, great question. So that’s, that’s where basically, our rating system, early growth late stage, right. So growth stage is looking at series ABC type companies. So we know we’re going to see a lot more series A come and even, you know, series seed or whatever people want to call it, where the raising of $3 million seed a much larger round of funding. So the way that we’re set up is to be able to look at the nuances of stages of companies. And we may become even more nuanced if there’s large enough buckets of companies that want to raise a series C, not necessarily a series A. So we will compare and contrast companies based on their stage. The reality is in a RegA plus, while there’s a lot more disclosures around, you know, risks and whatnot. I mean, from the financial standpoint, okay, you’re audited at a much deeper level. But the reality is, you still get the revenue numbers, you’ll get the cogs numbers, you still get what their gross margins look like. So you should be able to somewhat be able to do an apples to apples comparison, if they’re both series, a one’s raising 10, of one’s raising five, you should be able to get a general sense of how they compare.


Andrew Corn  26:10

So we already have a client, they’re doing a $5 million, CF and a $75 million, a, they’re both gonna hit within weeks of each other, just because it takes longer to do the A, the only reason they’re doing the CF is so they can raise 80. It’s there. It’s the first work around I’ve seen, we’re not even at March 15 yet. So you know, a company like that their financials, their balance sheet, their management team is going to be so dramatically different than a company trying to raise a million dollars


Chris Lustrino  26:44

or seven, and they wouldn’t they wouldn’t be bucketed. With those companies, we wouldn’t rate them one to one. So you


Andrew Corn  26:50

guys have a lot of work to do to prepare for this.


Chris Lustrino  26:52

We do. Yeah, absolutely. That’s why we’re continuing to hire and raising capital.


Oscar Jofre  26:58

Well, that’s, that’s what I’m wondering like, I mean, I’m seeing this. And then right now the data that you’re getting, it’s from the funding portals. And maybe you haven’t seen the other webinars on portals? I know I don’t, but they’re absolutely right. No, no, no, no automated


Chris Lustrino  27:17

systems for the filing systems and pulling that data, we’ve done a lot of things to make sure that we can handle the scale has a plus does play a large role. SCF does play a large role. And you know, even a lot of the platforms or the back end platforms and issue and things like that are providing us or API so that we can more easily track those one off pages for various companies utilizing the A plus mechanism. Well, I


Andrew Corn  27:38

think I need to pipe into the transfer agent says Really? Yeah, that’s exactly


Oscar Jofre  27:45

what I can What a nice guy, you know, I’m wondering one basic thing here. Um, I mean, the data I mean, today with the funding portals and the rake rakes, yes, it’s easy to pull like, we’re bringing a different dynamic now into reg CF, as you alluded to, it’s now going to be done by a registered broker dealer. That’s one big difference on the right gaze, from a funding portal is one source. But 99.99% of the deals are not being done there. They’re being done on the individual website. And quite often, it’s not the website, you think it is, it’s easily leaving,


Chris Lustrino  28:20

we know I won’t get into but we know all about kind of the backend workings, a lot of these a pluses and how we’re going to start tying into them. So that’s fully on our roadmap and being executed on as we speak, in order to be able to support this new environment that does have things you know, a lot more spread out, which frankly, fortunately for us, just increases the value of the service that we’re providing.


Oscar Jofre  28:42

Yeah, yeah. Like I said, we are i’m in favor of reporting, obviously, research, because there’s another element that’s now rising, it’s in the primary. I’m not obviously invited under today in this conversation, because Andrew is dealing with a client right at the get go. They’re, they’re strategizing their social media and all these things. And, you know, like a public company would often have somebody they’re dealing with what we call crisis management, just in case something happens in this environment that doesn’t exist. So which means that it whether they report good, bad or ugly, whatever it is, how companies will deal with is really, because I know the tendency of CEO, right is to go we had one case of a CEO who immediately saw that reporting, wanting to tell people about it, and we say no, you don’t say anything, just leave it alone. You know, because it’s in your best interest not to say anything, so it kind of you know it, whether it’s good or bad, it doesn’t really matter. It’s better to be fully independent of everything. So it’s really an interesting dynamic and I’m I’m really curious to see how the investor acquisition market will address it. I guess that’s why I am trying to figure out and I’m really trying for myself as well right for all the other intrapreneurs. How will this impact my company, if somebody is doing an independent research on me, and without my knowledge in which they can because it’s a form one filing, or reg CF, which they can, and then boom, this comes out, and I’ve spent, you know, 1500 grand ready to go.


Andrew Corn  30:27

So, I kind of have a two part answer here. So one of the services that we provide in an A plus is packaging. So of course, we’re packaging, we’re building the offering page and all the materials that people are going to be exposed to emails, advertising social, we work very closely with PR firms, etc. But one of the things we do that’s a little more behind the scenes is we put a deck together, because what happens inevitably is through one a part of our media outreach, we’ll get a well, we’ll get some kind of enormous investor that is very interested in the company, they want slightly better terms than the RegA, and they’re willing to write a million dollar check. So we need that packaging done in advance, it can’t be done last second. So a deck like that that’s put together, which is, although promoting the company in the best light is still highly unbiased, meaning there’s nothing there that’s not immediately defensible, is also used with what are called the qualitative newsletters that are out there. You know, because what we’re not talking about are some of the newsletters that write independent research. And when they publish, people take a lot of money in the next day and the day after. And sometimes for weeks. And several deals have really been enhanced, including one of my clients, who’s taken in actually millions of dollars through being in a couple of these different newsletters. So we make it a point to make sure that that typical deck is ready as if it’s ready for an analyst is if they were sitting down with a major investment bank, and they would have that deck ready to sit and go through it. Go through the story, the financials, if they’re allowed to show projections, or at least, what is the vision of what the next two to three years look like? Especially when funded? So one of the things we didn’t talk about is this other end of research that is a reality and is out there. And I think a lot of the, you know, RegA is are going after that as well. So, you know, being prepared for that means that you’re prepared for a lot of other situations, including saying, Hey, Chris, we’re raising 25, we’re raising 40, can we sit down with your team proactively? and let them know what we’re doing? And that may be a way to go? How is your team? Are they receptive to that if someone were to call them and want to


Chris Lustrino  33:13

be liked, and go through a process, and then do the outreach, again, creating that, that element of independence? And we do I mean, there are people that reach out and say, Hey, you know, and so we kind of say, listen, we appreciate you putting it on our radar, you go through a process, and we’ll be in touch if there’s interest. So again, just trying to create a standard for everybody so that we follow the same path for everyone. And that puts everyone on equal footing and in a good place. And honestly, people always respect and say, Thanks, you know, thanks for taking a look. And hear your point. Andrew, I think I mentioned this a little bit earlier, but somebody the groups that are being that are thinking about investing as Martin, so one of the wealth advisory groups has become a client of ours for billion dollar Wealth Advisors, a younger clientele, I mean, a younger clientele are clamoring to be able to invest in more startups and whatnot. And basically, they’re like, we’re not set up to see a ton of deal flow. And we’re not set up to do the diligence. So we can have automated deal flow from all of these platforms. And you can provide the diligence and a similar cost affordable level for what traditional work would be. That’s a real value add. For us. That’s something unique that we could do at our firm. And that’s a group though, that literally was not going to partake, or deploy any of that $4 billion into this startup ecosystem, unless they have research. And so what we find is that research really activates people to take action and not that we’re making them take action or anything like that. But we’re providing them the research, they need to feel competent to want to take action. And so I think for for startups and companies trying to raise capital, they just need to recognize we’re a part of this ecosystem, we can help add value. We don’t necessarily need to detract if you don’t want to talk about it, because you can get a great rating, you’re probably going to be fine. Go out and find the people who will, you know, invest in your deal anyway. But for those who just Literally won’t predict the lessons research done. Well, now that it’s been activated.


Andrew Corn  35:04

Right. So one thing that I’m going to need to just kind of clarify for the audience, if you are marketing to CF or RegA, do not waste your time going to independent financial planners or wealth management firms, there’s something called selling away. So a financial planner cannot recommend you to their clients, because the assets leave their doors, if they were to put together an SPV. If they were then to get a CUSIP for it, so it was on their custodial platform, then they could put a bunch of clients in it and still, quote, have custody of the money, even though the cash has left the door, the same way they do when they buy an ETF or a stock, the cash actually leaves the door. But they’re able to track it and have all that responsibility for it. So you must be in a highly unique situation with that wealth manager where they’re doing things to make it so that they can do that. But I just needed to clarify that for the audience. Because I don’t want them all of a sudden chasing Merrill Lynch brokers


Chris Lustrino  36:05

now. passing a platform, yeah, no, no, there, there are certain groups that actively create their group, their special wealth advisory groups to do unique situations and asset planning. And those groups again, though, we’re not going to partake in this space. But now they’re like, if we have a research component, we can show our clients, it’s still up to the clients decide what they want to do. But it’s now being provided to them, it becomes you know, all I’m saying is we’re taking people from the non acting world to the acting world, but I completely agree, do not go chasing down your financial advisors. And that’s not going to get you where you want to be.


Oscar Jofre  36:42

Interesting components. So we’ve gone almost full circle around. So I mean, so as an entrepreneur, they’re probably sitting back wondering, so one, what is critical here is want to stay away from the independent side of it, the one that we didn’t touch on, and we can touch on it lightly. I mean, obviously, there are providers out there, these are where the broker dealers are providing the research, right? So this is a bit different. Where that this is a broker dealer, they’re not using the first amendment to do the research. And in this case, the company can engage with that rating. And so again, I’ll come back to you, Andrew, because again, you’re dealing with a company head on, how do you deal with that one versus a one that’s completely independent.


Andrew Corn  37:32

So I’m going to say I don’t have experience with broker created research on a RegA or on a CF, what I do see are brokers performing due diligence before they take on a client and market their securities. You know, but I would say way more out, there is a crowd check report, you know, and you’ll even see on a RegA plus the little crowd check bug on the bottom of the page, I very proudly put them on myself. And I think there’s a trust factor there. For those that know, the firm that if this group of attorneys say that this company, is sound, that there are no bad actors, and this there’s nothing nefarious going on, they’re not doing what Chris is doing, they’re not saying this is a great investment, or this isn’t a great investment. But they are saying that it’s sound, and that there’s, you know, there are no criminals, there’s no criminal activity that can be found. So you know, but I’m not positive with the broker dealers are doing some are relying on that research. Some are doing a little bit more research, some of them get involved in valuation. So you know, when I warned, this is a big change with reg CF, a company comes to me, they want to raise 20 million with a RegA I see their pre money valuation is 20. I’m like, Oh, so you want to sell half your company, no, to a $5 million CF, hit some milestones, raise your valuation based on meeting those milestones, then let’s do a RegA and raise the other 15 or maybe raise 25 Now that you have a better valuation. So I see broker dealers getting involved in that along with firms like mine, keep in mind, I’m not a 79 I’m not a 24 meaning I’m not registered, I’m not a lawyer. I played all those in place. So that gives me a little credibility. But having seen a lot of deals will make recommendations like that and then send the back to the broker dealer back to their law firm to figure that out. But you know, we don’t want to see founders go and screw themselves. So yeah, I’m


Chris Lustrino  39:45

sorry but no, no, what they’re just gonna say is we are starting to see more in a plus race. I think especially now that the limits going up to 75 million. I have seen more outreach from you know, boutique investment bank, basically broker dealers and You know, they’re approaching saying, Hey, we have data room for three companies we’re working with. And, you know, they’re mentioning things like that, and I haven’t engaged any of them. But what I can tell you is it does appear as though those individuals are moving into the space. And I mean, the world, I came from the private equity diligence world, they’re setting up data rooms, they’re putting their information in there, they’re putting their ducks in there, and essentially, you know, trying to run that investment bank like process.


Oscar Jofre  40:25

Well, I have a comment on that. And I think it’s an important one. So we’re in reg CF, we don’t see the problem reg CF, even though the increase the limit from 1 million to 5 million, it’s still a privately held company, right? That’s that that is a distinction that just can’t be some RegA, you got to be a little bit more careful, because, you know, it’s a different entrant that can also participate. And for them, anywhere, they can sneak a little research here and there, there. We don’t deal with those kind of clients ourselves. So just so everybody understands we, we draw the line with, you know, privately held companies, we don’t touch anything else about that. Because for me, personally, I don’t know how I can provide any value to anyone. Because your price is your price out there already. I don’t know what you could get here. I mean, I know and you can help public companies, I just don’t from Iran, I don’t know what but I do know, they, they know research, they really they live on it, right? Because they’re publicly traded any type of research, they can get their hands on private company, we’re naive, we’re young, we’re, we’re gonna make stupid mistakes, meaning we’re gonna contact you by accident, realizing that we, we just stay away where they’re coming out and say, Hey, listen, you do a report, we’ll pay you 1015 grand, we’ll give you stock, we’ll give you options in there. And I think this is where the muddy waters are going to be about you.


Andrew Corn  41:58

Well, a lot of that already happens in the micro cap world. And all they have to do is put a little disclaimer that they paid for the research. My firm stays as far away from anything like that as humanly possible. And when we meet people in firms like that, we immediately all go take showers. So that just kind of lets you know how I feel about that.


Chris Lustrino  42:23

Yeah. And we’re the same way. Our thing it, it not only do, we’ll definitely go take showers on when you just mentioned, but anyone, even on the offering pages, we never take a founder at face value. Look, all founders have good intentions, but they’re all going to tell you the greatest and best story of all time. And the reality is we’re not all in multi trillion dollar markets, which seems to be the new thing to do, as you say you’re in a multi trillion dollar market. So we’re very much about taking your own worldview going and doing your own research. Because reality is there will be Muddy Waters, people will come into the space and not be the best actors. And we want to kind of steer 100% clear of that and get you on a good track.


Oscar Jofre  43:02

Yeah, it’s it and we all need to be aware of it that embrace Yep, we know the role privates and the other one is just going to be a load of money. And I agree with Andrew sometimes that that’s how I feel I I just don’t even know how to answer the questions. Because I often ask for me, I go, so what is the value? You’re going to provide that investor? That is already your shares already trading? So what are you going to give me your shares of creating an a nickel? What am I going to do by my two pennies? A penny. And not describe them. But, but there are some legitimate publicly traded companies. And but unfortunately, like any legit any market, you’re going to get the top, you’re going to get some in the middle that are going to wait it out. But you’re definitely get the ones at the bottom, because the bottom is looking for, you know, capital, right, constantly looking for capital all the time. And whenever they can. And research is anytime they’ll pay research. It’s golden. So I think the conversation that we’re having today, we’re just going to continue. And so the you know, from my end, the recaps are very simple. We’re in the early days of it, Kings Cross it is, is emerging, providing independent. So far, knock on wood, everything’s gone. Great. You’re expanding the research and the data points of that data collection. And as Andrew alluded to, the client is changing, right? The one to $5 million raise, you see is going to fundamentally change that client, which again, it’ll just hopefully over time, once again, it will be improving. But I think from an issue perspective before you start jumping in my feedback to them, I’ll leave you tribute to what your comment is, is do not embark on it unless you have spoken to all the partners You’re dealing with in your offering, because I say this always in, in Red Sea app or RegA, it’s a team sport, you’re gonna have your law, you’re your auditor, your, your funding Porter, your broker dealer, your investor acquisition, your transfer agent, this move could eventually make them disappear. I write that it’s typically what it could do, because everybody will judge the risk associated with it if they weren’t aware, or they weren’t consulted with, because they’re consulting with the client at all times, I’d


Andrew Corn  45:35

love to hear your comments. I just want to give a word of caution to issuers on the allure of using RegA plus to go public. So I spent nine years as a lead equity portfolio manager, and I designed the index behind or myself and my team designed the index behind six exchange traded funds. Currently, depending upon the weak ETF, trading volume is between 28 and 42% of the entire market. So if you decide that you want to go public, keep in mind that most public companies, the vast majority of them are on the OTC they’re not on the New York or the NASDAQ, the vast majority of them don’t trade in a typical day, there are new york stock exchange listed companies that don’t trade, they’re NASDAQ companies that will not trade today. So all of stock is a basically is a demand market. price discovery is based on what someone will pay, then I know what I can sell my shares for, or I want to buy them what is someone willing to sell them for. So if you’re going to go public, and you’re going to be small enough that your market cap is not high enough to be in an index tracked by an exchange traded fund, I advise you to think five or six more times about going public. So I’d love to know what Chris thinks about that.


Chris Lustrino  47:06

Amen. I said maybe 10 times you should think about it even more. Now, it’s a terrible idea. And I would advise struggling get well no, I’m not gonna advise anything. That’s not my position. But my opinion would be I would never do that to go public. But regardless of that, you know, getting back to kind of record discussion here today. You know, this market, why I’m so proud of it is that we didn’t just leap out of the box and see it didn’t just blow up and a plus engine blow up and become this, you know, multi multi billion dollar market, it’s been a little bit of a slow burn. But I think in that happening, what we build is a really strong foundation and infrastructure. And one of the key reasons all of these regulations pass that are improving this market is because we build trust, with real transparency, we’ve had success. And we’ve shown that there’s, you know, there’s not crazy fraud and all these things occurring that you might see in the crypto market, we’ve done a really good job of building this market on trust and integrity. And we are so much a part of helping to usher that into this space. And we think it’s so important for the entire ecosystem to have all the burdens trustful, you know marketing agencies and broker dealers and platforms and issuers and researchers. And you know, I always joke about this, but a million people have partaken in this market to date, there are 330 million Americans and now have access to this asset class, we have 329 million more that could partake. And the reality is a very small percentage out because there’s a lot of fear, anxiety, misunderstandings, not knowing what this space is about. And I think that’s a good thing. Taking caution coming into this market is very, very important. And the best thing we can do is provide as much education as much research as much training. My favorite thing is when I hear from our clients, that using our lingo, you know, talking about, oh, well, it’s a safe non convertible note, you know what I know I should maybe really look into X, Y, or Z because of that. And I love when I hear these people had no idea. But we’re interested and intrigued, take the time read through our 400 blog articles that are all focused on education, and then come to us excited that you know, now they’re making their first handful of investments, because they feel empowered to do so. And so we are all about just building trust and integrity in this market and helping to usher it forward in a way that we all want to partake in and feel good about. And that’s our role here. We’re here for the investor. We’re not necessarily here for the issuer, but that’s okay. You need someone like us in the market in order to help usher in more investors wanting to partake because of that educational research component.


Andrew Corn  49:34

So we too are very committed to education, which is why I’m on this webinar. And why I regularly have coffee over zoom with Oscar. You know, we’re on the other side of the same coin though we represent the issuer. Our job is not just to acquire investors, but it’s to complete the raise. Now legally, we do not raise a penny We lead the horse to water and we convince them to drink, meaning we bring them to the offering, we convinced try to convince them of the offering, presenting factual, non exaggerated, completely compliant, compliant reasoning. And then a broker dealer raises the money, which happens when you click them invest. But that is what we’re here for. And the other part of our, what we’re doing is we are very careful of what issuers we’re working with. We want issuers who we believe have a really good chance of keeping their promise to the investor, meaning they’re going to work really hard to do their best to turn their investment dollar into many investment dollars. And be able to return capital with a profit or with a yield or whatever it is that they mean to do. And a lot of them have multiple bottom lines, because their impact investments, so completely with you on making this industry as clean as the large cap world, if not cleaner, because we need to hold ourselves to a very high standard for this all to work.


Oscar Jofre  51:11

Yeah, it I thank you for that, Andrew, and it’s it is going to be tough, it’s going to be tough, because we’re all going to be leard it’s already happening. We’re already noticing ourselves, and it’s easy to get caught up in it too. No different than the Ico craze. When people would learn you this in China, and you go, Oh, my God, I can’t, you know, just this one time. So the discipline is going to be the integrity that this ecosystem house and I’m so proud of what we’ve all done, I think it’s just getting started. And you know, the what’s happening now, this isn’t it’s evolving. I mean, what RegA was when it first got started with all the, you know, the bumps, and there are different bumps now. But they’re we’re working it through, we’re talking about it, we’re being transparent, we’re having this discussion with you, Chris, whether it, whether it’s, for whatever reason, whether we like or not, like it’s not the issue of that it’s, it’s part of this, it has a role to play. And as long as everybody understands how we operate our businesses, and then we need to have some sort of accountability to it. And I think Andrew is really where accountability is going to be the next big one. And we certainly don’t want the regulator’s talking that we want. And because we want to protect you the companies that are here. So listen, I usually leave the last 15 minutes. But this conversation has been really good. There’s some of you there, if you got your hand up right now, put it up if you got some questions, obviously, research is the new frontier in what’s happening right now. There, it’s, it’s done to enlighten every one of the and you can obviously go there and view the research, you can pay for it. And like any other subscriber, nothing’s prohibiting you there from that perspective, so you can see it. But you, we are going to need to be the gatekeepers of it. Because there are other sources out there that do not share that same philosophy, you, you know, they believe in educating people in a in a different way. So I think it’s a it’s quite encouraging as we move forward. Because I think this year is just going to be this year is going to be a breakout year. For Regulation A and regulation CF, definitely the one to five, it’s going to be a game changer. But when I mean breakout, I’m referring to it. It’s bringing in a brand new different type of company, and both sides. And it’s bringing in a brand new audience. And that is really important for all of us. And particularly, you know, Andrew, when I for yourself, I mean, you worked as a fund manager. So you come from Wall Street, and Wall Street at the moment has been a this is nice, guys. You guys keep playing with like kitty world. But it’s real. It’s becoming more real day in and day out. And I almost feel like this is the year they go, You know what? Start putting it on my plate. I want to know everything I can get my hands on it. And done when people start asking questions like that you start realizing, wow, there really isn’t a lot of data here and do that. So that’s my view, right? Love to hear your closing remarks on that 75


Andrew Corn  54:27

is going to draw the attention of Wall Street for sure is my opinion.


Oscar Jofre  54:33

What do you call it? 575


Andrew Corn  54:35

five and 75 Yeah, 5 million max for cF 75 max for RegA plus, control a lot of attention. 575 Come on. Gotta get with the jargon here.


Oscar Jofre  54:46

You in the fives. I know you like the five. Five. I agree. I agree. I think this is this is it. This is the one and in. I think it’s good for everyone because they will get to see that we’re doing exactly fully compliant. And we, one of the things we’re more agile, we’re flexible, you know, where we shouldn’t compromise ourselves because that’s the integrity they bring in. Right? That is who they are. They’re Wall Street.


Andrew Corn  55:13

So we can, we can be different. I can happily say the quality of issuer at the higher end of the RegA is that is incredible. And I think you’re going to be very pleased with who you see over the next couple of months.


Oscar Jofre  55:30

Perfect, perfect. Increase your closing remarks, my closing remarks? Wow. See, come see me. I’ll see.


Chris Lustrino  55:41

No, I mean, sincerely, thank you for having this conversation. I think it’s so important. I mean, you know, I got into this, I founded this company, because I was passionate about moving this space forward. Because I came from the real private equity world, I saw what goes on, I know what goes on behind closed doors, I think there’s a better way forward, especially when you can democratize access to capital for both founders and democratize opportunities for wealth creation to investors. But again, like everything we’re saying, here today, you have to do it the right way. It’s about building this ecosystem up in the right way with the right quality parts. And we’re just one part of that. recognize our role in this ecosystem is to be that research and data layer that we’re so used to in the public space. But I think it’s going to be an incredibly huge year. For CF and a plot. I mean, the two biggest things where I can’t raise enough money and I can’t use an SPV, both of those things have now been sell for. So it’s like, let the floodgates open. And I’m really excited about the quality of deal flow, we’re seeing a my team, it’s kind of crazy, we have had to hire, believe me, that I over the past three or four months, it’s great. We were going from looking at five to 10. cf deals a week, we’re up north of 30. Now, and then you have an eight plus, I mean, it is incredible the number of companies coming to market. And it’s just record month after record Mark month, last month, we fell just short of $30 million in CFO alone, and you know, the limits haven’t been raised. So I am so excited. I do think it could be your first you know, half a billion dollar year. And I kind of think 2022 these are projections, it’s just my gut feeling is that we could be north of a billion dollars a reg CF alone.


Oscar Jofre  57:13

Yeah, it is possible because it is talking into the series say I think, but I think it’s gonna be a bit lumpy in the first few months. Because there are companies still trying to figure out their models. I mean, we we do need to be, you know, if you look, if you’ve done the research, you have to ask yourself this one fundamental question, if we already had 51 of them already issued prior to the increased one to five, and out of those 51, only eight were operational. So boom. And now I think they’re 90, there may be 100, maybe, but the question still remains why. And I think, again, research is gonna help research on it’s gonna, they’re gonna have a better leg up, but they’re still going to be a little bit bumpy. It is going to be a great year for reg CF. Um, but I think from a numbers perspective, number of investors, the dollar amount of capital raised, I think RegA is going to calculate the given example on reg CF. You may not know this yet. But even though the SPV has been allowed, nobody really knows how to there is no SPV vehicle, there is no provider that’s willing to take on, you know, so that providers for SPV today are willing to take it on Yeah, 100 investors. But when you tell them 10,000, maybe 20,000 on a $5 million dollar raise, they’re like, now can attach it. So that. So right there, you got the top three SPV providers saying no go up. And we’re knocking on doors thinking, you know, this got to be a solution. But But even that, there’s another issue. The entrepreneur thinks that as soon as they put the investors on that SPV, they’re done. We keep the light. So are you not? Exactly you’re not that? Well,


Andrew Corn  59:01

it’s to the math. If it’s $200 minimum and you’re raising $5 million, you’re gonna have 25,000 investors. So it’s, it’s the math and you know, that’s why I also say, we’ve had X number of CF investors that number for all the years we’ve had CF will double in 2021. Why? Because at $5 million people can afford to hire real marketing firms and not rely on platforms, you know, which kind of do a good job to a certain point, but they’re not able to scale to 5 million. Now all of a sudden you have real professional marketing. It’s going to really be a major game changer. So


Oscar Jofre  59:43

yeah, it is because it’s you know, I, I just think but all these dynamics regardless, I’m, I’m all in for reg CF, I am excited. It’s going to be a little bit RegA. It’s got a little bit of a leg up because the structure is there. It’s just the people Some limit and a different entrance. This one it’s got you if you didn’t hear a webinar with Marty gate, the one of the lawyers that does a lot of destruction, him and obviously like deja vu and it goes he goes, Yeah. Do you remember when we were starting just at the beginning of reg CF nobody really knew how the first deal was going to get structured. Because you’re gonna get people go, but it’s a safer approach. Yes, but in the early days, nobody knew that yet. Nope. Nobody knew that yet. And right now we’re in the same component University. We have to danger component we have we have an experienced SPV operator who thinks all this is great. I heard of SBB. Put everybody in there. One line item on my cap table. No, no, no. Yeah.


Andrew Corn  1:00:45

coasters. Yeah,


Oscar Jofre  1:00:46

it can’t do it. Somebody’s got a So listen, great. I ate great. It’s good to see you. I’m glad you’re having a wonderful year wishing you all the best. We’re going to keep talking. We have more conversations that you’re invited to. Thank you everyone else for sticking with us this afternoon having another wonderful discussion that almost got derailed there a bit but it stayed on track. If you want to watch it, I’m really excited to say go to KoreSummit, www k o r e su mm All the videos are there. Every one that the ones that we did in January or the ones in February and March, you’ll be able to see the speakers get their get their email address so you can reach out to them have a conversation. don’t reach out to Chris. Sorry, but I just got to remind everybody. Um, other than that, I will see everybody again tomorrow. 11:30am. We got two more webinars for Thursday. Thank you, Andrew. Chris. Have a fantastic week, guys. Thank you. It’s been an absolute pleasure, Andrew, thanks so much.

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