Category: Regulation

by Hannah Melotto

Reflecting on Canadian Small Business Week

As Small Business Week comes to a close in Canada, KoreConX reflects on the role small businesses play in the economy. Our mission has long been to empower the private capital markets with the tools needed to take advantage of innovative capital raising opportunities.    Earlier this week, Canadian Prime Minister Justin Trudeau shared his statement…

by Hannah Melotto

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

With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners contributing to its ecosystem.    Bill Humphrey has over 20 years of experience as a CPA, focusing his career on income tax, auditing, tax-related real estate issues, and forensic accounting. In 2003, Bill and Catherine Wynne began New Direction…

by Hannah Melotto

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

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

by Hannah Melotto

Why do I need Blue Sky registration for Secondary Trading?

Through the Regulation A+ exemption, securities issuers can raise up to $75 million as of March 2021. This creates a significant opportunity for the everyday investor to make investments in private companies and for the companies to benefit from the large number of investors that exist within this space. Unlike securities purchased on a national…

by Hannah Melotto

How often do I need to hold an AGM?

Every year, Warren Buffet hosts the Berkshire Hathaway Annual Shareholders Meeting. This meeting is an Annual General Meeting (AGM), widely viewed with many people in attendance. The reason for this is that it is often more than the typical AGM, which we will detail below, as Buffet often talks about more than just Berkshire Hathaway….

by Hannah Melotto

How Does RegA+ Impact the Life Sciences Industry?

Since dramatic improvements to Regulation A that went into effect in 2015, the exemption has become a tremendous tool allowing private companies to raise significant capital. Unlike other funding methods, RegA+ allows companies to raise capital more efficiently with less hassle at a lower cost.    Companies in diverse industries can benefit from the power…

by Hannah Melotto

How the Unaccredited Investor Benefits from RegA+

The passage of the JOBS Act in 2012 set in motion a significant change for the private capital markets. For so long, investments in private companies could only be done by wealthy accredited investors who would benefit immensely if the company was ever to go public during an IPO. While the everyday person has long…

by Hannah Melotto

How to Select a Crowdfunding Platform for Your Capital Raise

One of the significant advancements brought to the financial sector in recent years was the enaction of the JOBS Act signed into law by President Obama on April 5th of 2012. Within that legislation contained a form of raising capital for private companies available to any American, whether they were accredited investors or not. This…

by Mark Roderick

Using RegCF to Raise Money for a Non-US Business

To use Reg CF (aka Title III Crowdfunding), an issuer must be “organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.” That means a Spanish entity cannot issue securities using Reg CF. But it doesn’t mean a Spanish business can’t use Reg CF. First, here’s…

by Hannah Melotto

What is KYP?

Previously, we have talked about KYC or Know Your Client. KYC is a rule from the non-profit Financial Industry Regulatory Authority (FINRA), created in the United States in 2007, in response to the growing fears of economic collapse that could come from underregulated securities firms. One part of the FINRA rule set created in 2012…

by Hannah Melotto

Why are Background Checks Important?

Money laundering is a global issue, with the United Nations estimating that between $800 billion and $2 Trillion are laundered each year, with 90% of this estimation remaining undetected. Money laundering is the act of taking money obtained through illegal activities and then introducing it into the system to legitimize or clean it and then make…

by Hannah Melotto

What is KYC?

In 2007, the SEC approved the founding of the non-profit Financial Industry Regulatory Authority (FINRA). FINRA was created in the wake of a failing economy to consolidate the regulation of securities firms operating in the United States. The authority’s responsibilities include “rule writing, firm examination, enforcement, arbitration, and mediation functions, plus all functions previously overseen solely by…

by Hannah Melotto

Warrants for RegA+

For private companies looking to raise capital through exemptions such as Regulation A+, Regulation CF, or Regulation D, there are many forms of securities that they may be able to issue to investors. Lately, there has been much buzz around warrants for RegA+ offerings and we are seeing them issued to investors as an equivalent…

by Oscar Jofre

KorePartner Spotlight: Douglas Ruark, Founder and President of Regulation D Resources

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   Douglas Ruark, the Founder and President of Regulation D Resources, has always been fascinated by the mechanisms and document structure used to syndicate capital. Starting his career nearly 30 years ago in…

by Oscar Jofre

What is RegTech?

In the wake of the 2008 economic crisis and the subsequent recession that followed, there was a push to create new regulations to govern financial institutions in the United States. With these regulations came requirements that businesses had to follow to be compliant with the new laws. What followed the new regulations was a rise…

by Oscar Jofre

What is Regulated Crowdfunding

On April 5th of 2012, President Obama signed into law legislation called the JOBS Act. Four years after that act was signed, Title III of the JOBS Act was enacted. This was Regulation CF, which allows for private companies in their early stages to use crowdfunding to raise money from any American, not just accredited…

by Oscar Jofre

What is a RegA+ Annual Shareholder Meeting?

With Regulation A+ allowing companies to raise up to $75M USD, the regulation enables many great investors to support an issuer’s journey. From the everyday person to accredited investors, people can claim their stake in companies they foresee to be long-term successes. However, with shareholders come significant responsibilities issuers must uphold to maintain compliance with…

by Sara Hanks

Reg A and Reg CF Issuers: Time to Count Your Shareholders!

Reg A and Reg CF have been around for a few years now and we are finding that some of our clients, especially those that have made multiple offerings, are getting to the point where they need to consider the implications of Section 12(g) of the Securities Exchange Act, which requires companies to become registered…

by Hannah Melotto

What Impact Will Blockchain Have on Private Markets?

Blockchain has become a familiar buzzword, especially as things such as cryptocurrency grow in popularity. Currently, 46 million Americans now own Bitcoin. However, blockchain has many more industry-changing applications. Nearly any asset, both tangible and intangible, can be tracked and traded through blockchain.    Blockchain, also known as distributed ledger technology, is a database where transactions are continually…

by Oscar Jofre

What is the Role of a Corporate Secretary?

A Corporate Secretary is a required position set forth by state corporation laws and is part of the ‘check and balance’ on board members and offers the board advice and support. While providing the company with advice on the state laws, they are also tasked with ensuring that board members maintain their fiduciary duties to…

by Oscar Jofre

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Oscar Jofre

Shareholder Rights and Why They’re Important to Know

The first thought that comes to mind when someone says “shareholder,” is Wall Street, understandably, as Wall Street is home to the New York Stock Exchange and NASDAQ, the two largest stock exchanges in the world. In this sense, becoming a shareholder is dependent on owning stock. A common word in the financial industry, a…

by Oscar Jofre

What is Portfolio Management?

Portfolio management, at its most basic level, is the way that an investment portfolio is designed to align with the wants and needs of the investor. Portfolio management focuses on creating an investment strategy that factors in the goals set by the investor, the timeframe involved in the investment, and the risk tolerance of the…

by Oscar Jofre

What are the Benefits of Digital Securities for Issuers and Investors?

With the emergence and development of blockchain technology, digital securities have seen wider adoption by investors and investment firms. Arising from the need for protection against fraud and as a way for investors to ensure asset ownership, digital securities are a digital representation of traditional securities and follow the same regulatory rules. Since their first…

by Hannah Melotto

Are You Ready to Raise Capital?

Whether you’ve raised capital in the past or are preparing for your first round, being properly prepared will help your company secure the funding it needs. Proper preparation will make investors confident that you are ready for their investments and have a foundation in place for the growth and development of your company. So if…

by Sara Hanks

How a Member of the Crowd Made Crowdfunding Easier

A while back, one of our favorite start-up clients called me and asked me to speak to a potential investor. Paul Efron, a resident of Arizona, wanted to invest in the company’s Regulation A offering. However, when he went onto the company’s website to invest, his subscription was rejected. The company was accepting subscriptions from…

by Hannah Melotto

Managing Your Investments in Private Companies

For investors, investing in private companies can be a beneficial way to diversify their investment portfolios. Whether the investment was made through private equity or RegA+, proper management can contribute to long-term success. However, once the investment is made, investors need to ensure that they are correctly managing their shares. With this in mind, how…

by Hannah Melotto

KoreConX CEO Oscar Jofre was Recently Interviewed on DNA Podcast

Recently, KoreConX President and CEO Oscar Jofre had the pleasure of joining Jason Fishman on the Digital Niche Agency podcast. Jason and DNA are valued KorePartners and their podcast Test. Optimize. Scale. feature actionable insight for industry leaders on how to grow and optimize brands.    In this episode, Jason and Oscar discuss how he…

by Hannah Melotto

KorePartner Spotlight: Jonny Price, Vice President of Fundraising at Wefunder

With the recent launch of the KoreConX all-in-one platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   Jonny Price has always had an interest in economic development and a passion for economic justice and equity. In his first role in the fundraising sector, he worked for a company called Kiva,…

by Hannah Melotto

Conducting a Successful RegA+ Offering

If your company is looking to raise funding, you’ve probably considered many options for doing so. Since the SEC introduced the outlines for Regulation A+ in the JOBS Act, the amount companies are able to raise was increased to $75 million in January 2021 during rounds of funding from both accredited and non-accredited investors alike. If…

by Lahdan Rahmati

Regulation A+ Is Even Better After Passage Of The Economic Growth Act

On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the Act) into law. The Act was introduced by Senator Mike Crapo, a Republican Senator from Idaho, in the United States Senate Committee on Banking, Housing and Urban Affairs on November 16, 2017. The 73-page-long Act contains a short…

by Mark Roderick

Using a Transfer Agent Doesn’t Mean You Have a Single Entry on Your Cap Table

Many issuers are concerned that “Crowdfunding will screw up my cap table.” In response, several Title III funding portals offer a mechanism they promise will leave only a single entry on the issuer’s cap table, no matter how many investors sign up. The claim is innocuous, i.e., it doesn’t really hurt anybody. But it’s also false….

by Hannah Melotto

Why Does My Company Need a 409(a)?

Whether your company is a new startup or an established private company, understanding and proper use of a 409(a) is essential to your company’s success. Thinking about it early will help you avoid potential setbacks and challenges later on, giving you more time to focus on growing your company, rather than tackling penalties. If that…

by Hannah Melotto

KorePartner Spotlight: Sara Hanks, CEO of CrowdCheck

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   With over 30 years in the corporate and securities law field, Sara Hanks has a wealth of experience. Before CrowdCheck began, Sara and one of the firm’s co-founders (whose husband became the…

by Hannah Melotto

What is the Estimated Budget for RegA+ Issuance?

Navigating the fundraising process and understanding how much to budget from a financial standpoint is one of the most frequent questions we receive. In the process of conducting a RegA+ offering ourselves, KoreConX has researched the estimated budget for a RegA+ offering.   While the budget varies based on several factors, you need to keep…

by Hannah Melotto

KorePartners Spotlight: Rod Turner, Founder, Chairman, and CEO of Manhattan Street Capital

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem. Rod Turner is the founder, chairman, and CEO of Manhattan Street Capital, an online fundraising platform allowing companies to cost-effectively raise capital using Regulation A+, Regulation D, and other regulations, supporting them throughout…

by Lee E. Saba

Bringing Private Placements into the Digital Age

How blockchain-based technology will transform private markets   Remember the first time you drove a car with a rear-facing camera? The first time you streamed an on-demand movie at home via the Internet, or used GPS instead of a fold-out paper map to find your way on a trip? Similarly, emerging digital technologies have the…

by Hannah Melotto

How Can a Company Raise Capital?

For companies looking to raise capital, there are many different options. While not every option may be best suited for every company, understanding each will help companies choose which one is best for them.   In the early stages of raising capital, seeking investments from family and friends can be both a simple and safe…

by Andrew Stephenson

Effective Date of the Amendments to Reg CF and Reg A

The amendments to Reg CF, Reg A, and other rules relating to capital formation utilizing exempt offerings have finally been published in the Federal Register, with an effective date of March 15, 2021.

by Hannah Melotto

Meet the KorePartners: Andrew Corn, CEO of E5A Integrated Marketing

With the recent launch of the KoreConX all-in-one RegA+ platform, KoreConX is happy to feature the partners that contribute to its ecosystem.   From the first project he worked on while still in college, Andrew Corn has been involved in financial marketing. After his first analyst’s presentation, “and then second, and then fifth, I decided…

by Jeanne Campanelli

Warrant Issuers, Keep Your Offering Statement Evergreen

An increasing number of issuers have been using Regulation A to make continuous offerings of units, consisting of a combination of equity, often common stock, and warrants to purchase the same equity at a future date.  Under the Securities Act, the units, the shares of stock, the warrants and the shares of stock issuable upon…

by Sara Hanks

Foreign Issuers Using Regulation A and Regulation CF

For some reason, this issue has been coming up a lot lately. Our usual response to the question “Can non-US issuers make a Regulation A or Reg CF offering?” is to point to the rules: Rule 251(b)(1) says Regulation A can only be used by “an entity organized under the laws of the United States…

by Oscar Jofre

Click “RESET”

In the future, 5 or 10 years from now, we will see an evolution in business and a paradigm shift occurring all due to the global COVID-19 pandemic. Many of us have been advocating that the business world has been operating ineffectively, but not until now has everyone been able to see it and experience…

by Hannah Melotto

How to be Ready for Raising Capital

Whether you’ve raised capital in the past or are preparing for your first round, being properly prepared will help your company secure the funding it needs. Proper preparation will make investors confident that you are ready for their investments and have a foundation in place for the growth and development of your company. So if…

by Hannah Melotto

What are Blue Sky Laws and Why are They Important?

Originating in the aftermath of the Great Depression, “blue sky laws” were made possible by the Uniform Securities Act of 1956. Leading up to the stock market crash of 1929, the SEC did not exist to regulate offerings and many investment deals offered great profits to increase their sale. Today, blue sky laws play a…

by Hannah Melotto

Can I Use My IRA for Private Company Investments?

Individual retirement accounts (commonly shortened to IRAs) allow flexibility and diversity when making investments. Whether investing in stocks, bonds, real estate, private companies, or other types of investments, IRAs can be useful tools when saving for retirement. While traditional IRAs limit investments to more standard options, such as stocks and bonds, a self-directed IRA allows…

by Andrew Stephenson

Reg CF Investment Vehicles: What Are They Good For?

In its recent rulemaking, the SEC added new Rule 3a-9 under the Investment Company Act to allow for the use of “crowdfunding vehicles” for Reg CF investments. It is important to recognize that crowdfunding vehicles are quite limited, and not at all similar to the special purpose vehicles (“SPVs”) used to aggregate accredited investors in…

by Hannah Melotto

Why is a Broker-Dealer Important for Private Company Offerings?

If you’re looking to raise money for your private company, chances are that you’ve at least heard the term “broker-dealer.” However, if you’re new to the process, you might not be too familiar with what they do and why they are a key component of the fundraising process.    Simply put, a broker-dealer is an…

by Sara Hanks

SEC Proposes Relief for “Finders”

I have long (oh so long) been one of those urging the SEC to give some clarity with respect to the status of “finders.” See here for the latest piece. Early-stage companies raising funds very often reach out to a guy who knows some guys who have money and have invested in startups in the past. If…

by Hannah Melotto

How to Manage Investments in Private Companies

For investors, investing in private companies can be a beneficial way to diversify their investment portfolios. Whether the investment was made through private equity or RegA+, proper management can contribute to long-term success. However, once the investment is made, investors need to ensure that they are correctly managing their shares. With this in mind, how…

by Hannah Melotto

What is Needed for a Successful RegA+ Offering

If your company is looking to raise funding, you’ve probably considered many options for doing so. Since the SEC introduced the outlines for Regulation A+ in the JOBS Act, companies have been able to raise amounts up to $50 million (which increases to $75 million in January 2021) during rounds of funding from both accredited…

by Hannah Melotto

Regulation A Offering Limits Increased to $75 Million

On Monday, November 2, exciting news was announced by the SEC regarding Regulation A offerings. The Securities and Exchange Commission approved long-awaited amendments to offering limits to “promote capital formation and expand investment opportunities.” These amendments, going into effect on January 2, 2021, drastically increase the amount of capital that issuers can raise through RegA+…

by Sara Hanks

The SEC proposes expanding the “accredited investor” definition

The SEC has proposed amending the definition of “accredited investors.” Accredited investors are currently defined as (huge generalization here) people who have net worth of $1 million (excluding principal residence) or income of $200,000 ($300,000 with spouse) or entities that have assets of $5 million. Here’s the full definition. The whole point of the accreditation definition was that it…

by Oscar Jofre

FINRA BD Requirements for RegA+ & Digital Securities

FINRA BD Requirements for RegA+ & Digital Securities The private markets are receiving a much updated revamp by the SEC which is having a major impact on registered FINRA Broker-dealer firms.  Here are two (2) of the most common activities for which FINRA Broker-dealers (BD) are approached by companies.  Most BD’s are not aware that…

by Kendall Almerico

What is Reg A plus versus Reg A?

The simple answer is that today, Regulation A (Reg A) and Regulation A+ (Reg A+) are the exact same law. There is no difference, and the two terms may be used interchangeably. Some confusion stems from the two similar terms, and there is much misleading information about this online. I’ve even spoken at events where…

by Oscar Jofre

Why is my cap table so important for my company?

It’s never too early in the process of building a company to start managing your capitalization table (otherwise known as a cap table). As a detailed document recording all information regarding shareholders and the equity owned in the company, a well-managed cap table will become essential to long term success. Even if you’re thinking that…

Join the all-in-one platform empowering private capital markets.
Free forever, KoreConX makes it easy for participants in private capital markets to manage their investment portfolios, raise capital, and meet global compliance standards along every step of the way.


Sign up, it’s free!   Book a demo