Preparing for your live offering


Peter Daneyko

Managing Director


Peter Daneyko

Managing Director

Entrepreneurial business development executive who brings ideas and people together for the delivery of new products and services to market. The start-ups that I helped found have produced a variety of innovative applications and new businesses with measurable results. They range from downloadable marketing and educational tools to custom digital signage to on-demand apparel manufacturing. Founding partner of Whimsy Rose, a print on demand apparel brand; which has produced and sold over $20 million worth of apparel through its in-house developed production system. - Founded AppWare’s, creators of Deskplayer, - a marketing application design company that produced apps generating over a million downloads for brands ranging from Sony Music to Budweiser, to Marvel. Developed, and delivered customized video delivery and educational communications tools for corporations such as Deloitte Worldwide, to the Pharmaceutical industry for the on-demand delivery of accredited professional development educational courses to Physicians. New Initiatives: A co-branded community-based photo-apparel label and an On-Demand consumer profiling/persona services company. (ProfileNINJA) by & Specialties: • Strategy for Business Development • Maximizing Sales • Analysis & Forecasting • Enterprise Sales to Senior Executives • Program Planning & Implementation • Product & Market Identification • Communication & Negotiation

Shari Nooan

CEO and Co-Founder

Rialto Markets

Shari Nooan

CEO and Co-Founder

Shari Noonan is Rialto Markets CEO and has more than 20 years of experience in the financial services industry. Shari has extensive experience in building and scaling operations and products with Deutsche Bank, Goldman Sachs, and Instinet and was directly involved in the electronification of the Equities market. She worked to develop many of the initial products in equities electronic trading, including the first ATS’s, advanced algorithms, and electronic negotiations. She received a BS in Accounting from Marquette University and MBA from Columbia University and holds Series 3,7,24,55,63 registrations.

Amanda Grange

Transfer Agent


Amanda Grange

Transfer Agent

John Hayes


Raising Stakes Media

John Hayes


Peter Daneyko 00:00

Afternoon, everybody here. Thank you, for those of us who are listening in on the med tech, a team summit today. And we’re now moving along, after we’ve done our filing, we’ve done our preparation, we’re now looking to say go-live preparations. We’re gonna talk to investor acquisition components. We’re going to talk with the broker-dealer. And we’re going to talk with the transfer agent on this particular channel, because again, we keep talking about teams and how all these intermediaries and partners are all interconnected. So maybe jumping in here. For those of you that haven’t met our panel here, I’m going to go around the table and ask them to introduce themselves and give us a little bit of background and what they do, as far as going live and preparations for that investors journey. And for the issuers platform to go live. So maybe I’m going to jump in and speak to Amanda. First, our KoreTransfer lead extraordinaire at KoreConX.


Amanda Grange 01:03

Thank you, Peter. My name is Amanda Grange. And my role at KoreConX is transfer agent. And thank you for having me join this panel today I’m looking forward to sharing with everybody. And it’s a great opportunity to just kind of put a little bit of a spotlight on a transfer agent, and what the cap table entails for companies. And so I’m looking forward to getting into that and discussing that a little bit more. Because like the first the session just before said, preparation is key. And I think that’s going to transfer into our discussion here as well this afternoon. So thank you, Peter.


Peter Daneyko 01:44

Thanks for that. Yeah, it sounds like there’s a lot of dots that are always continually being connected on a raise. So, Shari, maybe you need a bit of a background, you know, unreality why we’ve got some new attendees stepping in here. So I don’t want to be remissed on doing those introductions.


Shari Noonan 02:02

Absolutely. Hi, welcome, everyone. And thanks for having me. My name is Shari Noonan, I’m the CEO and co-founder of Rialto markets. Rialto is a FINRA member, broker-dealer, we’re registered in all 50 states, we also operate an alternative trading system, which is a platform to transact in the secondary market across all private markets. So the way that we work in as it relates to regulation, a plus offering, specifically in this panel for this for this conversation is once you filed and have been qualified by the SEC, we’re really working one from a marketing perspective. We’re reviewing all of those marketing materials, making sure that there’s nothing from a securities regulation perspective that will give anyone pause. So we’re reviewing all of those. And then too, as investors come in, we are reviewing doing all of the AML anti-money laundering and know your customer checks and then managing the the the fund’s reconciliation with the escrow agent, so great on the triparty account for the escrow.


Peter Daneyko 03:15

So we’re going to touch on all of those different pieces. And I’m gonna jump, I’m gonna jump over to John Hayes, John, you can maybe touch on how you guys have to get connected with the broker-dealers too, because if they’re, if they’re reviewing the work that you put together, and then the investor has a sales journey, but maybe just first a quick introduction of yourself.


John Hayes 03:36

Absolutely. Thank you, Peter. My name is John Hayes. I am the co-founder and president of raising stakes media. I have been in the internet advertising industry, marketing, specifically to investors for 15 years. And, yeah, when it comes to invest, acquiring investors is my game, you know, and, you know, we put together a marketing plan specifically for driving traffic to your landing page and getting leads and then putting them into a funnel and keeping the leads fresh and doing all sorts of stuff and pushing people to broker-dealers. So that’s it. I hope that was a fast introduction. I can extend it out if you’d like. Yeah.


Peter Daneyko 04:22

No, that’s a great, that’s a great segue because it gives me all the questions that we need to start diving a little bit deeper into. So I’m going to circle back to Amanda. So when it comes to the transfer agent side of it, you’re right. A lot of people don’t know a lot of people think a transfer agent historically, they say, Hey, I’ve got a transfer agent. I go, What do you mean, what’s your transfer agent and they go, I’ve got a filing cabinet with an Excel spreadsheet. That’s my transfer. And there are registered entities so transfer agent can mean a lot of different things. So I’m gonna, I’m gonna ask you maybe explain that and why it’s important early on. To understand what the existing capital Because Because when somebody goes live, all these things start to get to connected again. And those existing shareholders want to be part of this process as well. So maybe Amanda, you can give an overview on that.


Amanda Grange 05:11

Yes, thanks, Peter, as a transfer agent, one of the most critical things is that your cap table, which is basically just a list of all of your securities, and all the information that transactions that are happening in your company, and they need to be accurate, which we heard before, in order to go live, you have to be prepared, because an audit can stop you. And if you don’t have a good transfer agent that is really helping you keep accurate records, you may never go live, because it could really will slow down the process. And there are so many things involved with a cap table. It’s not just how many shareholders do you have? It’s how many shares do you have? It’s how many investors do you have? It’s, are you staying within the requirements of what you’re allowed to raise? They’re just I could go on and on different things. And you’re it’s right from the beginning of your company, right from the start. It’s from the day that company began until the present day. And so there is so much information that needs to be accurate and at your fingertips. So a good transfer agent will make sure that those questions are looking forward to go live. They can give them to you very quickly, hopefully within the same day, if you have a question, so long as you’re working together with your transfer agent on a regular basis, sometimes even a daily basis when you’re trying to go live. So yeah, I guess the biggest thing is accurate records, I would say.


Peter Daneyko 06:49

So So, one of the misnomers I haven’t I have a note here, one of the misnomers that people had mentioned, talk to me and ask the question, hey, how many shareholders can you have in a private company under Reg A plus offerings? Anybody want to jump in on that one? Or just say, how many shareholders can I have? Sherry, how many shareholders can actually have an A in a Reg A offering?


Shari Noonan 07:12

I thought Amanda, I thought that was a perfect one for


Peter Daneyko 07:17

Amanda, that was gonna give you the opportunity to say we have a million shareholders on individual. So


Shari Noonan 07:26

yeah, I mean, I think it is a misnomer. I mean, Amanda, you go, and then I can pop, oh, gotta


Amanda Grange 07:31

Go ahead Shari.


Shari Noonan 07:34

So we think there is a misnomer because a lot of people will come to us and say, Well, we’re capped with, you know, the 2000 shareholders or we’re capped with this or that. But with a with the Reg A offering, really, you know, what it opens up is it is, and I don’t want to say anything without a lawyer on the phone, regarding security. But in general, as a layman, as not a lawyer, what a you know, basically what it allows, is, it allows for non-accredited investors to invest in a private company, and you’re not held to that 2000 investor limit for registration. So that’s, that’s really the overarching theme. And the reason why a transfer agent is so critical, is because if you can imagine, now, all of a sudden, you’ve got, you know, 5000 10,000 15,000 shareholders, obviously, that’s a lot of pieces of paper, and, you know, a shoebox to try and keep track of, or a lot of lines and an Excel spreadsheet to keep track of. So you really need to get a much more systematic and much more robust infrastructure in place as you move to a Regulation A-plus offering. And ideally, what you need to do is do that prior to Regulation A-plus, as you launch your regulation, a plus says, everything’s nice and clean.


Peter Daneyko 09:01

And maybe the to give some segue to Amanda again, and then we’re going to jump over on how this all connects the dots again, but yeah, we have 10s upon 10s of 1000s 50,000 100,000. Up to it, there’s private company with a million shareholders on the cap table. And people are amazed when they hear that and they ask the question, Well, why do you want a million shareholders? I go, Well, if I was a public company, why would I not want a million shareholders? The challenge historically was technology wasn’t available for the private capital market to manage the shareholders. It is today a little bit of a plug for KoreConX because that’s what we do. We manage millions of shareholders on the cap table so that a small firm can run their business, they can manage large bonds, and shareholders will become your brand advocates, your ambassadors, your company or potential invest, investors of the future. And when I say and potential investors, the future, that’s kind of where it gets into the IA firms side excited equation because I’m not just getting my investor today, there’s a big marketing spending that goes out there. And don’t think of it as a one-time event. The marketing spend, again becomes a brand advocate your evangelists for the future. But those shareholders, not only you’re telling their friends, family and neighbors if they like what you’re doing and if the communication is being done well, but those shareholders get to reinvest again because this won’t be your only raise. So the ability to not only manage those existing shareholders on your cap table, but that ability for those shareholders to actually reinvest on a platform, for example, that makes it really frictionless, seamless and easy, makes John’s life a whole lot easier when he’s working with companies to drive the traffic to the website. And I’m going to jump over to John and say, Okay, from the investor’s journey perspective. Where does that begin? And what’s the planning because obviously, you got to make sure that everything’s compliant at the same time. So between you and Shari, you gotta go, Hey, John, you put up the webpage, but where’s the offering memorandum? Or where’s the circular? So there’s checks and balances in here, right, guys. And maybe we can just type on that.


John Hayes 11:13

Absolutely, sorry, I was on mute. Watch out, when Im sometimes on mute then I say the most profound, awesome thing. Just to, to Okay, so the journey, you know, when a company comes to me, and they’re seeking to get investors, you know, the first thing we do is we, we look at their landing page, and we look at the places that were driving the traffic to, first we have to make sure that they’re compliant. And we have to make sure that they are. They’re telling the story in the way we want the story to be told. And once we have that set, that’s when we can then start driving the traffic. And that’s what we are experts in at raising stakes. You know, I have 100 email lists, I have, you know, 1000 influencers, we have SMS, push everything that every capability to get in front of investors, this is what we use. And we build out this singular message that we then push people to this landing page to sign up. So once you get that investor, once you get somebody to sign up, that’s, that’s step A, that’s kind of the easy part. Now, how do you get those investors to come back and invest because you figure 90% of the people that come aren’t going to invest right away. So what we do is we build out this funnel, and it’s a, it’s a nine to 15 email series that we then hit these leads with. So we’re managing the database for you, we’re managing the database for the issuer. And what we do is we send these emails out in advertising one on one, it takes six to eight touches, to get someone to actually, you know, do something. And by sending out these emails by putting a 15 page research report in front of them by putting videos of the CEO, by driving to a webinar where the CEO is going to talk about the company, in a live or in an evergreen setting. This is the consistent, consistent sharing of information with the investor.


Peter Daneyko 13:22

So So, there must be a lot of guidelines and rules about how that’s done too. With that being fair. And maybe like, I get a chance to look at hundreds of offerings all the time, because they go on the platform, and then we have to do the Invest button, where you’re really you get more and more aware and cautious of things like when I see like, what are some of the rules like maybe Shari, and or John, like, you know, when you’ve got I’ve got a webpage, and I’ve got an invest button, and these are direct issuance on the company’s website. What else do I need on that page? Or what should I not do at the same time? Maybe give me some ideas where you hear?


Shari Noonan 14:04

Well, you should first run it by compliance. Professional is the first I don’t want to. I don’t want to start spouting off rules because I will miss one. But, you know, in general, avoiding, you know, you should avoid making statements saying, you know, that we’re going to be making it, you know, forecasting statements, saying that we’re going to be making a certain amount that, you know, this is guaranteed that you’re definitely going to make money on your investment, clearly not a good thing. But really, in actuality, the best thing to do is, you know, run it by someone, the compliance department, and they’ll be able to take a fulsome look at at the language and, and advise you of anything that sort of.


Peter Daneyko 14:51

So fundamentally, there’s a risk assessment with your messaging that goes on there. You’ve got to say, Hey, I, and the repercussions are Huge. So don’t go in, and I’m going to a cautionary tale, I would say to any issuer, oh, they’re doing it over there. So it must be okay over here. Well, I make it analogous to Bitcoin in the ICO world, and we see what happens. This is a highly regulated environment. You want to be on an investor’s journey that informs the investor of the risks. You want to be on the investor journey that also tells you a compelling story in the most honest, factual way possible. And that’s, again, why you need teams and you need, you know, your IA firms and your broker-dealers, they become part of those checks and balances to do that, all right. And don’t just look that I get that all the time. They’re doing it over there. And in our founder, Oscar, a number of calls I’ve been on with Oscar, he’s sharing with firms, and we do a lot of just free consulting advice from the perspective of you can’t be doing that. And they go, but they’re doing that. I go. How soon do you want the SEC knocking on your door? These are meant for protective scenarios for everybody involved. And it’s such an amazing opportunity. So you don’t want firms spoiling it for the rest of retiring the feather having an investor community being somewhat, you know, jaded with what goes on? And so yeah, messaging is super, super critical. And super, super important. Anybody want to weigh in on that? Or John comments on that? Which what are some of those? 


John Hayes 16:29

I mean, I agree wholeheartedly with with Shari, you know, you know, compliance and legal is, is a huge part of building the messaging. You know, the key is no, no egregious claims, you know, no forward-looking statements, you know, just keep to the facts, what, of what, what the company has done, what, what they, their plans are, but it doesn’t have to, you know, state, exactly, hey, we plan to be 10x by next year, that’s Whoa, no good. If you have numbers that, you know, show earnings to this, and that, and the other, you could share that. But facts, stick to the facts, stick to the truth, and have a good legal team.


Peter Daneyko 17:18

Yeah. And the truth may look, there’s a lot of pre revenue companies out there. And then when you’re there, when capital planning valuations are being done, and when, again, you heard earlier, when you get, you know. Steven and Scott’s team are doing these valuations. They’re basing on an accurate information, because if I’m a founder, and I have a vision to be the next Tesla or something, and I’ve got some intellectual property, or I’m in the med-tech space, and I can be this billion dollar company, that’s a factual visionary messaging, you just want to present it in the best manner without crossing some line here. So that’s, again, where the team is gonna really help you out. But yeah, if you have that ability to, to be a visionary and tell this story, we all have to remember that the crowd never could participate before. And that’s the beauty of all this. I mean, if I had the ability to invest $1,000, in some of these, you know, hugely successful Googles of the world, Tesla’s of the world, you know, that’s worth hundreds of 1000s of dollars today, that $1,000, there’s going to be private companies that have that opportunity in the future today. And that’s not to say they’re all going to be successful, but at least everybody can participate. And that’s what’s so exciting about it, I mean, and they all have different impacts. I have, not to go off the rails here. But I have a young daughter, and she happens to be in the biomedical engineering space. And she gets she’s at home right now. And we’re working out of the house, and we’re doing his video calls, and she hears these compelling stories. And she is going dad, I would invest in that. And I go, why? Because I like what you’re doing. And that’s the future. And that’s the audience that we’re all talking to here right now. So it’s a bigger story than just saying how much money I’m going to make tomorrow. It’s to say, these are legacy opportunities for individuals and families. And that honestly gives me a chill and that’s what’s super, super exciting. I know we’re focused on this, this call of saying, Okay, how do we be compliant? Well, the point is, you’re going to be compliant because you’re going to put together a team that’s going to help you be compliant. And if you want to not do that, well, maybe it’s not the best vehicle to be raising capital.


Amanda Grange 19:37

And that’s why sorry to cut in there, Peter. But that’s why a good TA is so critical because then the CEO can focus on his dreams, his goals, his vision for the company, and the TA can worry about making sure that your cap table is accurate so they will work together with you to make sure that you stay passionate, like you’re just saying your daughter’s talking about and then it will help you take your company where you want it to go, instead of scrambling through a drawer, like we talked about trying to find your cap table, trying to find out if it’s actually accurate and up to date, so that you can be qualify for a raise. And then if you have a good transfer agent, you will qualify much quicker, much, much quicker. And you can focus on the goals of your company.


Peter Daneyko 20:32

And I guess, as we’re talking about a digital transfer, digital transfers, and exactly digital shares, certificates. I mean, we live in the, you know, in the age of technology, and the idea of having an Excel spreadsheet with a list of investors, hey, that’s fine if you got 20 investors.


Amanda Grange 20:51

But even those 20 investors to me, 20 investors are just as important as 1000 investors or 20,000. Investors. And if you’re starting a raise, and you have 20 investors and you want them to reinvest, they’re going to want to see their investment that they their original investment, as well as see their new investment at the same time. So if you’re, if you’re using a transfer agent that, like you said, uses an online system, those investors are going to be able to see all of their investments at the same time, which is, I would say, motivates them to want to invest again, or share with friends and family because it’s just the information about the company is at their fingertips. And so it’s not just peeping to see oh motivated, but it’s also keeping your investors motivated. 


Peter Daneyko 21:37

So, I mean, that’s, that’s a perfect segue back to the, I guess back to the marketing side of it, keeping those existing investors motivated. So there are some stats that came across my desk, that were they absolutely blew my mind. And it was some companies were getting 50% reinvestment rates from existing shareholders. And if I’m a traditional company raising capital Tripp traditional ways, I don’t think I get that on mass. So but obviously, a lot of work goes into for those things to happen. And maybe they’re not the norm. But, but maybe we can just touch on that a little bit like, John, like when you get to things like reinvestment. If I’m doing a raise today, and I, my valuation is x, and I’m telling a story at x. And the regulations allow us to have increased valuations if you’ve done your legal properly and valuations properly. So my stock might be $5 today, and I might be $15. Tomorrow. And if a company is articulating that on their website in a compliant manner, I’m a pretty excited shareholder, I hear I’m in a private company, I’m seeing my valuation going up, because the company is hitting some milestones, have you have any thoughts experiences on that, and, and how the landscape and the narrative is changing a little bit?


John Hayes 23:04

You know, absolutely. And what it comes down to is data management. So you have all of this data, you have all these people that have invested in your company. And I know a lot of companies, a lot of CEOs who talk about their investors, and they say, Oh, we’ve got, you know, these three investors that we’re going to go meet with, and, and we’re going to talk to and this and that, that’s the old school man, that’s no good. You know, now you have 15,000 investors, and you have this great news, this great valuation, and it needs to be put in front of them. And you need to massage this data all the time, you know, with, with any news that comes out, whether it’s good, bad or indifferent. And you also have these people, these, the phone numbers of these investors, you know, have a text message list, have an email list, have an old school direct mail list where you’re consistently staying in contact with your investors. Because as you said, Man, if someone invested in your company once, they would probably invest in your company again, especially if you’ve got great news, and they’re gonna make more money because that’s what an investor wants to do. You know, they are looking to make more money. So managing the data is key. And that’s what a lot of companies they don’t have the skill set for that, you know, a medical technology company, you know, they are great at solving the world’s problems. But ya know, this data management thing that’s very low on their totem pole when it should be a focus.


Peter Daneyko 24:49

No, I, I think that, and that’s well said again, everybody does their job well, and our jobs, collectively, are to help companies raise capital. When it comes to things Like Shari, can you maybe give? I don’t know if we can or can’t but give me some takeaways, what do you think about what’s been done wrong when it comes to issuance, for example, where unfortunately, the company might be fine. For example, they might do something that their intentions were good. Do you have anything on that to share? I’ve got an example that came across my desk. And I was just curious if you had any, basically where you say you got fined because you didn’t do this properly? I mean, that’s what we’re talking about?


Shari Noonan 25:33

Well, I mean, absolutely, we see that quite often. And I do think we’re going to be seeing more of these, which is why I think it’s important to have a team around the issuer to, you know, don’t try and do this at home, kind of kind of message, because it is really critical to understand that this is a securities offering, right? And this is it, and there are a lot of components to it. So you need to have a group of people, a group of firms and professionals around you to assist in the in the offering some of the things that that we’ve seen are, you know, making statements that should not be made? You know, we’ve seen different offerings. We’ve seen, we’ve seen a variety of different things. I’d be curious to hear what you saw come across here, yes.


Peter Daneyko 26:33

Oh, it happened to be somebody that was a company, that was fine. And it was a large Reg A offering. And it just happened to be with the imagery that they used on. They had a photograph that was there. And it implied something they might have been in the right business. I couldn’t get put the right photograph up there. But that photograph might have implied that oh, that’s what I’m investing in. No, I’m investing in that category. But that’s not what I’m investing in. And things like that can be somewhat misleading. Because I said, Hey, I’m investing in that yacht, that photograph that’s up there. But no, I’m invested. I’m investing in a boating company. But I thought it was investing in that actual yacht, that that might be construed, you know, what the SEC has to say, No, you’re misleading the investors, the intent might have been there, that might have been okay. But at the end of the day, you need you need some checks and balances to say that that can confuse your investor. So, things as simple as that, and those fines can be pretty hefty in the in the repercussions can be really, really severe.


Shari Noonan 27:36

And if I can just pop pop in, it’s not just the fines, but I think it’s, you know, it’s also it hamstrings for the company. Because if then they try and go out and do another raise, you know, during a particular period of time, it might affect follow on capital raises, right, that those fines that that legacy might follow you, which is when you can really start to weigh down the company.


Peter Daneyko 28:05

Oh, and it can be worse. I mean, we all know that it can even be worse. If if, if there are some bad actors in the organization, and it wasn’t disclosed. And those things come up. And they said, Oh, we just didn’t talk about that. Well, that’s this part of your filing, that’s where the lawyers are saying, hey, you need to be this information, you know, could get you in trouble, or the omission of information can get you in trouble. And the broker-dealer again, you guys coming in and saying, I don’t know what this you know, and it’s doing that gut check, and then getting legal actually to do a serious, deeper dive on that. So we focus a bit on the compliance side of it, or a lot on the compliance side of it, because it’s absolutely critical. And, and you don’t want handfuls of bad actors out there to kind of, you know, misrepresent the investor community. So, you know, certainly at KoreConX, and everybody in this ecosystem here, we’re just so darn adamant about this, do it right. You know, don’t go in the gray. We’re all about pushing the envelope and looking at opportunities, and helping our issuers succeed. But at the end of it, just make sure you’re doing it. Right. And that to people that can help you do that.


Amanda Grange 29:15

That’s why I’ll just reiterate what Shari said that have professionals surrounding you. Because sometimes it’s just an innocent mistake, but there’s no room for innocent mistakes when you’re trying to qualify or when you’re in the middle of a raise. So a lot of times it might be I just didn’t know I couldn’t do that. And, and you’d like the picture, it’s it can be as simple as that. And so if you have professionals around you, and you’re, and you’re allowing them to keep you on track and you won’t make mistakes like that, and there is no room for mistakes like that. That’s what I don’t think a lot of people don’t realize that and they’ve got themselves in trouble because of just not knowing.


Peter Daneyko 29:56

And that goes back to structuring the deals properly. You know exactly. Like, people ask questions about LLC is and yeah, you can run all kinds of businesses different ways. But what are you doing with your LLC? Or what do you do with your Corp? What are you doing with that with your offering? Are you dealing with fractionalized shares? Are you selling pieces of something? Is that a security? Is it a token? Is it not as securities? Those are all the questions that we get every day? And what do we do internally, when we get those questions? We go, okay, Reg D resources. Doug, can we talk to your lawyers on staff to ask you a question, Shari, is this okay? You know, and that’s, that’s where team comes into play. 


Amanda Grange 30:35

When we look at those goals, and that’s why it’s important that as a transfer agent, I work closely with, like Rialto, your broker-dealer. It’s important that we we are, we’re when someone when a company is doing their raise, the transfer agent and the broker-dealer are working behind the scenes together through the whole, the whole process, and helping you succeed. And a lot of people don’t even realize that either. So it’s important that even during the raise, but everybody is communicating together and working together.


Peter Daneyko 31:08

And I think whether it’s the investment, you know, the venture acquisition firm, the broker dealer, the technology platform provider, the challenge sometimes is the issuer, we have to we have to train them properly, or teach them what we shouldn’t be doing in relationship to them. It’s really easy from a sales perspective, when I get a call from a CEO. And as Amanda slaps my hands, because transfer agencies like Chinese wall over here, there’s a bit of a dividing line. And they go, Hey, can you Peter, can you get can? Can bill have access to? Here’s an email, he needs access to the cap table? Well, there’s a procedure that has to go on, or at KoreConX, can you do something we said? Yeah, we can. But it has to come from the broker-dealer it’s it has to go through a chain of command. That’s to protect you the issuer? It’s not the fact that we could say yes, and do it. It’s to say, No, there’s a procedure involved. And all of the parties from a compliance perspective, we have to follow it. Again, it’s easy to do it. But if we’re not compliant with it, it might, it’s insurance for that issuer down the road. So so that’s why you need a team to communicate and, and don’t ever and I mentioned this to two issuers. Don’t ever be concerned when somebody says go talk to them, we’re not passing it off. We were saying go and talk to them for your own benefit. And that goes across with all of the different participants or the investor acquisitions, firms going, Hey, guys, we’re doing this, can you guys, I need to double-check on this. So again, it comes back to that team approach on the compliance side. So exactly. Looking for some questions here and looking forward. Can I do more than one raise at a time? Can I do more than one raise at a time? A company can be doing a Reg A offering, and they can be doing a reg D offerings simultaneously? If that’s that’s the question. Anybody experienced that? Shari? John?


Shari Noonan 33:21

Yes, we’ve worked with issuers that have that have done reg D and Reg A offerings..


Peter Daneyko 33:26

So simultaneously, and they have a different purpose. So, again, you’re dealing with two regulations, and you’re dealing with compliance related issues specific to each one of them.


Peter Daneyko 33:40

What’s going on? Here’s your here’s a question to John, what should an issuer budget to market a Reg A offering? Is there a flat amount plus a percentage of the offering? Great question from Carl.


John Hayes 33:54

That is a great question. Thank you very much. So everybody charges kind of differently, the only person that I can charge for is how we charge and we charge on a per lead basis. So average deal is anywhere from you know, 100 to you know, 500k. And what we guarantee our leads are so great that we had a company come through with 250k We got them 15,000 leads, and in turn raised $6 million dollars top of funnel in 11 days. So doing it on a lead generation basis is as I said earlier, it’s a tangible result. It’s something that you can hold and have forever. These are for fifth for $250,000. We acquired 15,000 names that they can email and text and, you know, push into their communication moving forward. And if they don’t invest today, they might invest tomorrow. So, you know, each budget is, you know, different. And but you know, it’s a conversation.


Peter Daneyko 35:11

So it sounds like to, and from our experience on the investor acquisition side of it, a lot of it’s really panning on where they’re at in their journey to Are you are you? Are you a startup or you’re a company that has a large fan base or falling days? Do you have brand advocates? Are you? How far are you down your raise raises can go down from a cost perspective. If you’ve got a big following and brand advocates, but from a from a startup standpoint yet, one of the things that we do at KoreConX is we’re agnostic, when it comes to, you know, this specialist in the field,. We have great partners, but agnostic in the sense to say we were happy to provide introductions in the issuer’s. Can you have that conversation, they need to know about your business, they need to know what you’re offering, they specialize, those that specialize in the med-tech arena, they’re just really good at that. And they know the outreach. Not being focused on the med-tech space, specifically, myself, you know, where we do all of it. But from commentary from the med-tech space I find really interesting is that ability to reach that that stakeholder that constituent those, that’s the private investor that knows more about that physicians offering than any accredited investor will come back to a story that I love to tell is when one of the doctors I spoke at the LSS LS, buy some and I said, Why are you doing Reg A? said, Peter, I’m doing a Reg A because the person that understand my business better than anybody else is my nurses. They understand the nuance. That’s the audience that said, Hey, doctor saying, can I invest in your company? And he had to say no. And they understood it? And he said, No, no, you’re not accredited. So that’s the beauty of a Reg A offering. And that’s what’s super important from the marketing side of the team. And the marketing folks is to go, wow, wait a minute, I’ve got this vertical niche that understands me better than anyone else, plus the rest of the world. And that I think that’s Would you would you agree, John, that I mean, targeting and marketing? And


John Hayes 37:20

Absolutely, absolutely 100%? You know, so first, our copywriters are going to work with you to build your campaign we’re going to write and the whole messaging is going to be based around what you think then once we have that messaging, and we’re experts in that we’re going to dial in, and we’re going to target those investors that are most likely to be involved in. And that would want to be invested in in this type of company.


Peter Daneyko 37:53

We were hitting on compliance and one of the I, it just dawned on me that one of the key things about the regulations is the ability to incentivize investors on a Reg A plus offering. And I’ve just seen some amazing creative, very, very creative incentives that issuers do, instead of just from invest in certain amount of a window of time, you’re gonna get extra shares. Because the issuer can establish the valuation, you can factor in all of that, which is going to affect your cap table gonna affect the share structure. But that ability to be creative, whether it’s a time timing of an investment, you get more shares, the volume, the larger the shareholder gets more shares. Even in the medical community recently, they’re giving away scrubs, they happen to be in the business. And they said, Here’s boxes of Scrubs, because they had a really cool back micro bacterial scrub a piece of technology that was more beneficial from it from a viral perspective in the hospitals. And they were giving away scrubs, they’re saying, hey, invest $200 $500, whatever their limit was, and there was a bonus because it was relatable, identifiable, they were your fan base, but they were also the investors in your company. So that’s really cool about that. A lot of companies I talked to go you can’t do that, because you’re used to a reg D, for example, and what you can say and you can’t do and in the Reg A Plus, you can get extremely creative. So it’s not just democratizing capital, the crowd, it’s democratizing. The ability to be creative to the crowd and you think about it, that’s what’s been going on in the investment community forever. Hey, you invested early Bob, you get to it, I’m gonna give you a deal. Hey, Peter, you invested more I’m gonna give you a deal. Hey, Shari, I’m gonna give you this if you for this. So, so it’s always existed. It’s just technology allows you to give that marketing message out in a really, really creative and unique way. And I just find it amazing. Every time I see it. I see some of the things that are going on. And I know it’s share. You see it all the time you got, you know, we’ve got some co -clients that they’ve just done A brilliant marketing job. And they’ve got 10s and 20 and 30 and 40,000 investors, and they just keep coming back because they’re telling the story so well, and they’re communicating. John said about communicating even bad news. One, one of the things we do is, if you have a closed loop platform of sorts, you’re communicating with our shareholders in a cost-effective way. And that means they’re logging back into your website, looking at their shares. And if you’ve got private messages specific to those individual shareholders, that all adds value to you. So those are just kind of the I think, I think important things that we try to share from an educational perspective to as a team, when we’re talking to the community. Getting pink hair on a question, Is that question to say, Peter, you’ve talked long enough, you can shut the panel down. Very passionate about this. Here, there’s a Reg A have a limited time of effectiveness, X amount of months, what issues must be addressed to keep an offering effective, fresh audit, updates, disclosures, etc. So a Reg A offering Shari can go for how long?


Shari Noonan 41:15

So I would like to bring Doug and team back in for this because I you know, I know that there are certain requirements, certain information requirements that are required and other things, filings that are required. So I would prefer the legal team to answer this question. I can give an off-the-cuff answer, but I want them to come back and answer all of the details around it.


Peter Daneyko 41:44

And I think that’s fair. I always said I don’t want to overstep my legal skills. I know exactly what I know. And it’s in the general sense that framework, yes. But in the you’re afraid that the question might be nuanced, the question might be Peter, you told me this, and I go, No, I said, 12 months is a general framework that your work within a Reg A plus offering. That’s right. You can have rolling clauses in a Reg A. Your valuations can change in a Reg A, but you have to do the proper legal filings to accommodate that. So the beauty of it is the flexibility is huge. So in general, it’s like 12 months, you can do your raise. But maybe there’s something else that’s compelling it that all comes out timeline that I think Gary’s saying, but I guess should give the audience broad strokes. And also protecting ourselves to say Peter said this, no, that was not the case here, right? Strokes, you talk from illegal, you can mark it, you can advertise, you can have incentives on your Reg A plus offering, you can raise up to $75 million. You’ve got a lot of different unique things that the legal folks and hone his team can really, really dial in, you know what your options and flexibility? So not to be evasive to the question. But yeah, it’s generally a year-long process, you want to do things, but that may be curtailed, that you can have extensions based on legal filings, you, there’s all kinds of things that can affect that. So it’s not all black and white. It’s really that discovery of each raise each issuer, what’s your current situation, what’s your shares are all these things come into play. But you i, those in the med-tech community and those that are listening here, the beauty of it is there’s teams that are going to help you plan all this. And I come back to Scott and to Steven, look, they’re gonna map out this, they’re your quarterbacks in this in this right from the capital planning valuation to the res know that they have all these other people around them, and behind them to make your raise as successful as possible. And at least be doing it compliantly and right and, on that note. Anybody else have any closing thoughts or comments?


Shari Noonan 43:52

No, thank you very much for having me. And I look forward to the rest of the day.


Peter Daneyko 43:56

It’s always a pleasure. Thank you all.


Amanda Grange 43:58

Thank you, Peter. Bye, everyone. Bye bye.


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