Jessica Trapani 00:50

Hi, everybody. Happy Friday. I’m sure we’re all excited that it’s Friday. And I’m also excited to welcome everyone. It’s a pleasure to have you here for another edition as we continue into day five of our KoreSummit, which has been focused on a very hot topic this entire week, cannabis. I’m Jessica, Director of KorePartnerships here at KoreConX and I’m excited about this session. Today, it’s going to be broken up into two parts. So the first part of our session, our seasoned KorePartners are going to be talking about ATS which is something that is really coming to the forefront in light of the current market conditions. Many investors are turning to the private capital markets to make long-term investments, which has increased alternative trading systems and secondary market trading for Reg A, Reg CF, Reg D, all of those securities. For those that may be unfamiliar with ATS, this is an alternative trading system, which is a nonexchange trading venue that matches buyers and sellers to traded securities. We’ve got Peter, our Chief Revenue Officer here at KoreConX who will be moderating this session. And we have some amazing experts that are going to be speaking more in-depth about this topic to close out your session and this week’s amazing KoreSummit. I’m proud to introduce Oscar Jofre, our CEO of KoreConX. So right after our ATS session with Peter, Oscar, and Derek of Cannabis Wiki will be doing a roundtable with so much experience in this space, the two of them are going to discuss best practices for companies in many common areas in many common areas that come up when it comes to raising capital in the cannabis space. Peter, I will let you take the floor from here.

Peter Daneyko 02:37

There Hey, thanks very much, Jessica, and happy Friday to all of you. So as Jessica indicated earlier in the week, the focus on the regulations focus really around everything from preparations to the marketing to the issuance and settlement or the primary raise, whether it’s whether the exemptions are CF, Reg A, Reg D. But what about liquidity? That’s what we’re going to talk a little bit about today. And private shares and can they trade. As we know it’s still in the early stages and our panel here is going to give us some key insights on that. But hopefully, we can demystify things a little bit as technology, the regulations, the brokerage brokerages themselves, how they, how they’re all evolving specific to to not only the regulations but more importantly to just to changes in the marketplace from a tech perspective. Our panel today is a diverse group, as we explore, you know, alternative trading systems are all trading systems. What are they? Where are they at today, where they might be headed, how they relate to not only this sector but digital securities and to the public at large now and into the future. So it’s my pleasure to moderate today’s panel consisting of Douglas Borthwick Chief Business Officer at INX, Curtis Spears, seasoned broker-dealer with Andes Capital and its CEO, and our own chief scientist Dr. Kiran Garimella, with KoreConX to assist with technology in relation to the regulations. Fine, go around the table first. And gentlemen, if you could tell us a little bit about yourself and about your companies? And then we’ll get the panel going. And if I can reach over to Douglas and we can start with you.

Douglas Borthwick 04:28

Super, thank you very much for having me. I’m Douglas Borthwick Chief Business Officer at INX. My background was 10 years at Morgan Stanley running foreign exchange derivatives. I ran the Latin American group for Standard Chartered and ran a proprietary trading business at Merrill Lynch. And in 2018, I heard about a guy in Israel that had gone to the SEC instead, I love ICOs, which at the time would raise 25 billion, but I think they’re illegal. And I think that I’d like to have a website and sell registered security through that website. To me, that was the coolest thing I’ve ever heard that the CEO was shy to Teeka. I flew to Israel never having gone there before met with them and decided I want to be a part of the team, whatever it took. We spent 950 days working with the SEC to do the first-ever prospectus offering of a digital security on the blockchain needed to the blockchain. We didn’t sell equity in our company, we were selling 40% of our profits in the future if we ever have any. And it was based upon a vision that we wanted to have a global digital investment bank with a broker-dealer and ATS a transfer agent and cryptocurrency trading licenses. Well, we ended up raising during COVID $85 million from 7250 individuals in 74 countries and have used that to execute to buy the broker-dealer the ATS the transfer agents, incorporate them all together, and the cryptocurrency trading business. And now we’re in the business of raising capital for companies the way that we did it, not just with prospectuses, but also reg D Reg, s Reg A and also then go into secondary trading and allow them to trade. We think it’s also important we use cryptocurrency as well as payment rails whereby people all around the world can send in crypto, rather than having to wait a couple of days to go by if they use the traditional banking system by wiring capital. So that’s the business I’m in today, raising capital for companies but also taking listed companies that are already on current exchanges around the world, taking their equity and then tokenizing that in a legal way, and then having that trade in our platform. And we’re working on that, with us issuers permission in the United States and without permission as non sponsored equities for any listed company outside the US. So very excited to be here. Thank you very much.

Peter Daneyko 06:44

Hey, well, thank you very much. Thanks for the thorough overview on the company and the journey via INX as well. Hey, Curtis, I want to flip over to you, from a CEO of a broker dealer that’s seeing all these regulations coming in play. Maybe you can give me an eye give me a perspective of your landscape and your company.

Curtis Spears 07:02

Okay, yeah. So Curtis Spears CEO of Andy’s Capital Group, based in Chicago, been around for 20 years. So we’re kind of an old school firm, started out really just doing trading and equities and fixed income, and the public markets and then, which was, you know, a decent business for us. But over time, we saw you saw that there’s been a change in the marketplace, right. And so about five years ago, we decided to focus just solely on the private market. So doing mostly a lot of reg D raises, in institutional space, a lot of private equity, private real estate, and some VC. And then just the last couple of years, you know, seeing more of a shift in the marketplace start to do more, raising for smaller investors and smaller deals when have you and last year so really converting over to a reg D Reg, a plus reg CF type of shop. Me personally, I’ve been in the business for about 30 years or so, actually started out as a portfolio manager managing index funds. Where back in the day, you’d have 7000 US companies in the Fortune 5000, which is going down now to about maybe 3500. So once again, just kind of showing that ship network as the PM, worked in sales on the institutional side, actually worked as a consultant for a little bit consulting to pension funds, foundations endowments, what have you spent my first stint at a BD called Gardner rich, not sure if you guys know, the firm but you might know the person. If you ever saw the movie pursuit of happiness, the guy Chris Gardner actually ran his property other for a couple of years back in the like around 2010 or so. Now I’m going to have these randomly shot here. So

Peter Daneyko 08:37

I’d love to film by the way as well. A little shout-out on that. Dr. Kiran Garimella our blockchain technology aficionado, maybe give me a give a little bit of background on you. And then we’ll jump into a bunch of questions.

Dr. Kiran Garimella 08:53

Of course, I’m Kiran Garimella. I’m the Chief Scientist at KoreConX. And absolutely thrilled to be here. Thanks for having me on here. And most of my experience has been in the financial services sector. I do have a Ph.D in AI and machine learning from the University of Florida. And but most of my life has been in the corporate world. So I used to be a global CIO for a General Electric division and various other roles, you know, many of them dealing with data analytics, and really advanced, you know, interesting ideas like this. And along the way, I’ve written, you know, three books, two on business process management, and one on ai plus blockchain. But most of my experience has been really in the financial sector. And I’ve been personally myself, a trader, I used to trade stocks, options, and commodity futures. And I almost narrowly avoided becoming a hedge fund manager, because a firm in Chicago exited from sea bottom and they, you know, they said, Oh, you know, this stuff straight a lot of AI algorithms, you know, to do trading strategies and so on, they said, Oh, would you like to take this on, but I didn’t add that to outside of my wheelhouse. So, so anyway, I met the founders, a couple of years ago, and their whole vision of the private markets. I know, the private markets, you know, pretty, okay. And I’m good with that. But this 50 to 60% of the world’s GDP is coming from the private markets. And nobody knows about these people. I mean, it’s like, there’s no liquidity, there’s no technology. And you know, that has to be the biggest challenge. So I said, No, hey, I’m at a stage of my life where I would love to take on something like this and then here I am.

Peter Daneyko 10:42

Okay, thank Dr. Kiran, thank you so much for that. So it sounds like the one big kind of common denominator out there is change and a dynamic shift, you know, as far as democratization of capital as far as the convergence of technology, as far far far as greater participation from, from both from the private and the public sector or the private sector. basically allowing anybody to invest in any type of digital security or digital asset. So let’s jump in right really, with the basics, I guess, and maybe I can reach out to you first Douglas, on a lot of people are going I got a message here he goes, Really? What is an ATS? I mean, let’s let’s take it from the basics. There’s many different flavors, and you’re the perfect guy to give us your perspective on that

 Douglas Borthwick 11:33

Well, you know, an ATS is sort of a step down from a national exchange. I think we all know New York Stock Exchange and NASDAQ, and these guys on LinkedIn to every broker-dealer that ever existed. And then there’s a there’s a step a little bit lower, never knows OTC Markets, OTC Markets has something like 13,500 companies on it, all public companies, but they’re doing a little bit less volume. And they’re trading on this ATS this alternative trading system. And so it’s a marketplace that’s regulated by the SEC, FINRA. But at the same time isn’t really doing the huge big companies, I think the largest company on an ATS is probably GBTC. GBTC on the OTC Markets, that’s a way that you can pay Bitcoin in your inner 401k. But the ATS is sort of a it’s a way for you to trade mostly public equities. And then there’s a little bit of a shift and ATS has started listing private equities as well. Now, private equity is got a little bit of a difference, a little bit of a tang to it in that there’s a maximum number of holders you can have in when you do a reg D reg s and something like 2000 people. And there are also lockup periods. You know, if the first year after the issuance closes, you’re locked up where you can’t do any trades. If you’re in the US and you’re an accredited investor, where’s the reg s is can start trading after 40 days. So there are all sorts of limitations and laws when it comes down to the private issuances that are trading on ATS is, but what they do offer is liquidity. And liquidity is something I think that a lot of people want. And you know, sometimes a friend will say why don’t you invest in this real estate project. And you know that when you put the money in that it’s going to be locked up there until your friend decides it’s unlocked. Whereas when you listed on an ATS, if you want to get out after your lockup period is expired, you can, you know, hopefully there’s going to be someone there that’s bidding for that same asset and you’ll be able to find the liquidity and get out of it. So I think that that’s quite exciting about how the ATS is are coming into the private space. And that it’s giving the seemingly availability of liquidity for folks to get out of things. Now, when you’re doing a Reg A offering. Obviously, that’s a different kettle of fish where you can have an unlimited number of people that can buy into it, and you’re gonna find a lot more liquidity. You know, we’ve done a full prospectus offering that trades in our ATS. It’s got 9300 Odd holders of it now. And there’s liquidity fact they do more liquidity on my ATS and my token than I do on the Neo exchange and the OTC for the equity in my company. So I think that when you have exciting developments or exciting issuances, and they treat an ATS, you can have a good amount of liquidity and be very excited about it.

Peter Daneyko 14:15

So you hit a couple of key points here, one of them being it sounds like the regulations are also a guiding force here and I’m going to touch on different members of our panel here. So we know for example, Reg D, you’ve got 2000 shareholders and we hear this term tokenization and I get a lot of firms coming and say I want to digitize my asset I want to I want to tokenize my, my real estate in relative even to the cannabis space I’ve got real estate property that we’re growing on and we want to cut large volumes of parcels or we’ll call it tokens is really an underlying thing. It’s just how I’m breaking up that physical asset to smaller pieces. for investors to invest in, but if I’ve only got 2000 people and that I can actually shareholders that I can have on, say reg D, how does that affect, let’s say the tokenization, or a securities offering for a secondary market in the future versus, say a Reg A offering? It would seem that the regulations are as important or more important than the ability to break it down. Do you start with the regulations first and say, what, what was the regulation for that class of shares issued? To begin with? What was the structure of that deal? We’re gonna throw that out of the cup of you guys, like as far as maybe I’ll throw it into Curtis first just say, hey, when you’re getting customers with, you know, on a Reg D, are you getting that request to say, Hey, I’d like to be I want broader liquidity after, let’s say, after 12 months.

 Douglas Borthwick 15:57

You haven’t really seen that too much per se, but it is really guided by the regulations. But so folks who started out with a already existing offering, if they do want to offer more access to their to their investor base, they do look to do it with tokens, as opposed to security. So that’s really the route they’d like to take.

Peter Daneyko 16:17

So let’s, let’s break that up. I mean, because Douglas, you you live in, we live in and Kiran and I live in the world under a regulaton under reg CF and Reg A’s and Reg Ds, and we digitized securities, under those exemptions on the primary side of it, so the focus is really on that primary, not the liquidity aspect of it can maybe give me give me some color or some definition when we talk about tokenizing. Something from a security perspective, or trying to tokenize an asset. From a non securities perspective, I know that the SEC, there’s a lot of questions around that today. Douglas, maybe you can give me some insights on your experiences, because I’m sure you get it from all angles right now.

Douglas Borthwick17:04

You know, I talked to three to five issuers a day. So and I’ve been doing that for about two years now about tokenization of assets, or of cash flows or, you know, really anything. And we’re not guided by regulations. That’s the foundation. You know, when someone comes to me, and they say, I want to raise $20 million, and you say to them, okay, well, do you have an audience that maybe wants to buy this already? Because otherwise, you know, you’re tokenizing something and who’s going to come and buy it? But tokenization, really, you just have to carve out? Is it a cash flow? Is that an asset? How do you want to divvy it up? What’s the minimum ticket size that you want to use? A lot of issuers do wonder about really, there’s there’s three things, I think when it comes to the primary offering going into the secondary, and we do primary as well. One is they worry about what you know, what’s the legal aspect, and we put them in touch with the lawyers and they can walk them through what a reg D PPM looks like, or what a reg s PPM looks like a Reg A or full prospectus offering that’s outside of my control. That’s them working with their lawyers directly, what I do is I teach them what the blockchain can do for them and why that’s exciting, and maybe a little bit more exciting than regular paper as a security, mostly because of the aspect of portability. And INX, when we mint tokens, we deliver the tokens and then you trade using a meta mask wallet on our on our ATS. And so you self custody, or self custody has got some great aspects and they can’t be re hypothecated. So that means that you can’t short a stock or a token that’s trading on our ATS because of the self custody quotients. But they do think that not on a marketing side, I think it’s important for a lot of companies to be able to say to their investors, listen, I know you’re putting in $100,000 as the minimum ticket into this primary offering. But don’t worry, in a year’s time, you’re going to have liquidity, hopefully, you know, on this ATS, and you’ll be able to sell some of this if you want to if you have a cash event and you want to get out of it. And I think a lot of people when it comes down to primary offerings are looking for what’s my liquidity event I invest today? Will it be an opportunity for me to get out of it tomorrow? And I think it’s a great marketing tool that issuers can use.

Peter Daneyko 19:14

Okay, well, thanks for that. He’s so current from an from a technology perspective and dealing with things like permissioned, blockchains, and decentralized chains nonblack all of this stuff. I mean, it really gets it gets really confusing to that average individual. And one of the comments that I hear sometimes is company say, Hey, I’ve got my bitcoin over here, and I’ve got my securities over there. And I want to use my bitcoin to buy my securities. What are some of the what are some of the challenges are what are some of the and it’s still early, it’s still early in the game. What are some of the challenges that you’ve seen from a technology perspective as it relates to say compliance Oh, I think you’re on mute Kiran.

Peter Daneyko 20:11

Now you’re still on mute

Douglas Borthwick 20:20

While he’s on mute, I can answer that question. Yeah. Okay. Yeah, thanks, Doc. You know, when someone buys in the primary, we allow people to buy using Ethereum USDC USD T or dollar wire transfers. The reason why we use USDC USD T and Ethereum is because they can send it through a meta mask wallet that we’ve already whitelisted. So we know that the money’s coming from that person that said they were going to invest. And we think that’s very important. But on the secondary side, we only trade against the dollar. Now, if someone wants to send you Ethereum in and then have that cash tied into dollars, and then use the dollars to pay for the security, we can do that. But we can do that, because we have empty licenses throughout the United States. And so if someone sends in Ethereum, that’s immediately turned into dollars, the dollars are then credited, and then the dollars are used to buy the security. But one of the most important things is, you know, if you allow someone to send in from a wallet, let’s say Bitcoin, well, you don’t know that the Bitcoin came from their wallets. And that that’s, you know, obviously important on the KYC AML type side. So you know, we have it such that if someone’s sending in crypto, it’s coming from a wallet, we’ve already whitelisted and we’ve already KYC, the person that’s going to be using that wallet.

Peter Daneyko 21:32

So So you hit on, I guess, some super important key points. And it’s the, I’ve got, I’ve got a I’ve got a crypto asset, I’ve got it, it’s in my personal wallet, it must be converted to fiat. I mean, that’s the only way you can purchase this securities. What you’ee articulating here. And the technology is now facilitating that ability on various platforms to have that settlement time so that the buyer that are they the, the buyer of that security with their crypto asset is? Well, I guess what I’m trying to say is, is there’s a settlement period that at a fixed price and the text there so that everybody’s agreeable, because it’s so volatile, a question that comes off, comes up often when, for me, sometimes individuals will say, hey, how does that actually work? Okay, I’ve got a I’ve got my bitcoin and my bitcoin and I want to buy the security. And yes, you indicated that secure that Bitcoin has to go be converted to fit. And there’s a settlement timeline that obviously that investor has to agree upon, because buying a security, there’s a time lag, it’s not like I’m in the commerce space, there’s a time lag, to say I need to go through the KYC and the ID and the AML. You run into any challenges with the investors themselves not quite aware, you know, it’s or.

Douglas Borthwick 22:59

No, because it’s instantaneous, you know, if you’ve got someone in Japan, and they’re buying a US equity, they’ve got just as they’ve got more volatility in dollar-yen today than they would in Bitcoin. And they know that understand that if they’re selling yen to buy dollars, that there’s going to be a lag now there’s a lag of goodness knows how long if you do it through a bank at least three business days. Now with crypto, you send it over, it’s instantaneously we convert that into US dollars. In the end, the US dollars are used to buy something and you know, we’re charging 0.2%. If you go through your bank, maybe you’re charged 5%. So it’s a very, very efficient way to move money across borders. And, you know, in the US, because it really is so fast in terms of how you can move that money.

Peter Daneyko 23:45

So, Kiran Do you have anything to add on? On that point?

Dr. Kiran Garimella 23:49

Yeah. Can you guys hear me?

Peter Daneyko 23:51

We can hear you.

Dr. Kiran Garimella 23:51

I apologize. I don’t know what happened because I do back out. I think yes, there’s a lot of a lot of moving parts here. And the regulation keeps changing. And, you know, people’s understanding of how all this works, also keeps changing, right. And I think the biggest challenge, it’s not really so much as a technical challenge as more as a mindset. And as people, you know, when they have certain mindset of how they think these things work. They want it to work that way. And then they forget about some of the other risks about it, right. And securities, unlike the crypto coins and cryptocurrencies, which are payment instruments, securities are not bearable instruments, right? I mean, they’re non bearer instruments. And you know, it’s fine to say, you know, hey, I own my securities in my wallet, I can simply send it to somebody else and have lost, it’s lost. But what actually happens is that the per se of the possession of the security, whether it’s represented as a token, a digital asset, and NFT doesn’t really matter. It doesn’t really mean a whole lot because you still have to register that with the company. And then think about a lot of the business models we have revenue share arrangements or dividend payments? Who did the dividends go to? Who is a person who has acquired in a trade the token or the security? Are they legit? Do we know who they are? And will all these things stand up to, you know, the contract law, so to speak to enforcement or contract law, what is recourse if I lose all my tokens on the wallet? Right? So these are some of the challenges that people would face individually as they get deeper and deeper into this stuff. The public markets have all it is already built into them. Yep, they are there many things they can improve, but they are there. Right. So if you look at from a technology standpoint, you know, I think the challenge is to kind of overcome and get around some of those mindset perspectives, if you will. But the other side is also, you know, I kind of break down the operations of tokens and digital securities in sort of three parts, right. So part number one is regulation. If there’s a lockup period, there’s a lockup period, and your protocol needs to handle that that’s a regulatory, right. But there are also corporate restrictions and corporate things that are going on within the shareholders contract or sub agreement. And so under shares agreement, things such as you know, the lockup periods, the first right of refusal, tagalong, rights, voting rights, non voting rights are so many things that are happening there in that space. How much can people buy, if you buy more than 5% of the outstanding float? Do you have to get a director’s resolution to approve that particular trade? So these things are baked into many of the shorter contracts. So, you know, when when we build the KoreProtocol, and we look at all these things, in a, we see that there are no two shareholder agreements that looks similar, especially in the reg D side of it, right. So there’s, there’s a bit of a challenge. The other side, of course, is, you know, can you use your securities and tokens as a true asset that you own, if you do, then you can actually margin that you can actually, you know, take out a loan on that. So there is a lien on it. So all of these provisions need to be looked at, it’s very early days to look at a lot of that flexibility. But if you don’t have the right infrastructure and the right protocol in place, you will run into these challenges in and you’ll have to look at some of that. Right? So it’s a question of regulatory risk, but also risk from perspective. And what happens if I lose all of these worksman recorders? So we’ve got to build all these provisions into the technology itself?

Douglas Borthwick 27:28

You know, you know, when when we spent time with the SEC, we had this discussion about the SEC essentially said you can’t lose your 401 K your IRA in a boating accident, you know, what if you lose your wallet, and we came up with ERC 1404 along with token soft in the SEC to lay that, in that you can’t send your tokens to somebody else, that’s a complete unknown. If someone was to if you lose your wallet, that’s fine. We can revoke from your lost wallet reissue to a new wallet. And if someone hacks your wallet, the token looks to the blockchain and says is the wallet I’m moving to whitelisted. And if it’s not, it refuses to move. So the first part, I guess, of the explanation you gave, it hasn’t been solved. We’ve solved it and got the SEC sign off on it. So you know, I think that a digital security is probably safer than a security sitting in your drawer, which could be picked up walked off with and lost. With the digital security, we’ve made sure that we’ve created that whitelist or that walled garden, to make sure that the only holders of this are people that the issuer and the ATS knows.

Peter Daneyko 28:28

So it sounds like the potential is amazing. But there’s and there’s a handful of players that are solving all the problems such as INX and dealing with the SEC and digitizing these securities and tokenizing various assets. But they also sound like there’s a lot of I guess, companies out there that are some might be somewhat untoward? Would that be a good way to say that Douglas where I digitized the security? I’ve got all these tokens? Because the marketplace that at large I’m getting an actual but marketplace at large is hearing things like wait a sec, how come somebody lost? What happened to my bitcoin? What happened in my ICO? So it sounds like there’s really good regulations there. And it sounds like there’s really good companies there that are taking all the compliance considerations then. And I think that’s what gets to the confusion to the public. They say if they’re doing this over here this way, why can’t I do it the same way? Or where’s the friction points? Or where are the problems? Why all the confusion? Any thoughts from that perspective?

 Douglas Borthwick 29:43

Many people take the Facebook approach, I think early on and tokenization and said look, first of all break it and then we’ll fix it. We took the approach that listening to the regulators and sitting them with them in the passenger seat rather than having them in a rearview mirror makes a lot of sense. There’s a lot of guys that set up a shop and said you know what? We’re going to tokenize assets. Okay, so you create a token, but it doesn’t mean you’ve created it under a reg D or a Reg A or anything else, you’ve just taken an asset, you’ve said there’s, let’s divide this by 100 million, print 100 million tokens against it. And then just send them out into the ecosphere, and have it listed on finance. Now, none of that, really is that legal, and it’s certainly you can take an asset, and you can create tokens against that asset. But unless it’s got, you know, a statement that’s sitting there over in the EDGAR database, and if it’s been sold, then to US investors or foreigners abroad, it’s got to have some sort of regulatory stamp on it or regulatory filing, we wouldn’t touch anything that doesn’t have a regulatory filing. Now, there’s crypto companies out there that are listing these things a dime a dozen, and they list them a dime a dozen, because people know that they will, first the issuer will pay a nice big listing fee to them. And secondly, they’re going to get some sort of hyperactivity, that’s going to push up the value of it. I think that that’s what you saw in the heady days of ICOs, which, again, were just illegal. So I think that we know we, by taking the regulatory approach, yes, it’s more expensive for the issuer. And yes, it does take time, it’ll take three months to do a reg D and get the paperwork in, and it’s going to cost you some money in terms of getting the lawyer. But you’re not going to get a call from the SEC, and I’m seeing you raise money illegally, like maybe telegram did and then have to return $1.2 billion. And I think that what we’re seeing right now is regulatory action by the SEC, towards companies that did things incorrectly, or did some things without even knowing that there were rules about this? You know, I think we’re fortunate and this panel is, we’re old, we’re all older, you know, we may not want to admit it. But you know, I’m 52 years old, and I grew up in a very regulated environments. So to me, regulation is sort of what you think about when you’re selling to the American public? I think so a lot of developers growing up in the west coast that are in their 20s and 30s. They’ve got no idea the SEC even exists. And I think that that’s where the space is.

Peter Daneyko 32:02

Yeah, and I think that’s absolutely critical. The only time you want the SEC involved is when somebody’s done something, you know, untoward towards you. But, but when but you but there’s a generator, and I don’t mean, this isn’t a generational thing. This is we all believe in decentralized. We all believe in, you know, democratization, but you still need guides and rules for when things go awry. Look, I if somebody comes in and breaks into my house, I want some sort of regulatory police department that’s going to come in and look after me. And it’s no different than when, when a company’s digitizing an asset and selling it to the public. So whether we’d like the regulations, the way they stand today isn’t really the issue. It’s to say they’re there for a reason, can they be improved, I think they can be improved upon it. And God bless you. I mean, you put it perfectly built around the regulations as they exist today. And I think the efficiencies can be there. And the opportunities for digital securities for digital assets for digital tokenization is truly immense. But every day, and maybe I’m gonna ask you, Curtis, Have you had individuals coming to you to say, hey, I want to digitize this? Where do I begin? How do I how do I deal with this? Because we do all the time. And the biggest headache that I find is somebody has an existing asset. And it’s so encumbered. And they just make an assumption because they saw somebody else to say, here’s my building. And I saw this one case study done where they digitize that, and they took tokenize it and they sold it to 2000 shareholders. And they said, How come I can’t do the same thing. And then somebody else says, Oh, I’ll do it for you. It’s easy for me to tokenize your asset. And we can do this, but they’re running afoul of the law.

Curtis Spears 33:51

We see it all the time for folks come to us and they see someone else when they’re buddies with someone they know just somebody you see on Instagram, right, that does some sort of offering. And they say, Well, can we do this as well. And then you explain to them the steps that they need to take to actually be, you know, to not run afoul of the law. And a lot of times they turn the other way, right, or they find somebody else to do it for him. So, but it can be it can be daunting dealing with the SEC and with FINRA, and one thing I have learned and you know, over the years is that as much like I said, it’s a very immense environment. And they’re always playing catch up. And sometimes if you work with them on stuff that you’re working on, they’ll find ways to kind of help you somewhat accommodate.

Peter Daneyko 34:29

So I mean, the whole idea behind the Jobs Act and you know, I mean we’re over 10 years old with that was again to democratize capital and technology is there to afford that democratization and make it far more efficient. But it does sound like a handful of bad actors can really mess it up for companies, you know, and the panel that was that we’re speaking with today. What advice were you gonna give I mean, a big part of the panel a big part of this So this was in the cannabis. So I had somebody come and say, Hey, I’ve got a big field. My big field, I’m legal. I’m in Canada, I’m growing, I want to use a Reg A. I want to digitize my security, I want secondary trading. I want to go from A to Z. Who wants to start with that? What what what’s the starting point? And how would I actually do that? I’m going to go from primary to secondary, and I want to do it compliantly. Who wants to take take take the first stab at that? We don’t have any lawyers on the panel here. But you know, let’s say they’ve done the regulatory side of it upfront. Douglas, you get a lot of people coming out and coming your way I’m sure everyday that you’re gonna say no to because they haven’t said something. Maybe you can share some stories in that regard. 

 Douglas Borthwick 35:44

Well, if you come to me with cannabis, the first question I’m going to ask is, is it cannabis? Or is it CBD? Because I won’t sell cannabis in the United States an offering for cannabis. Because it’s federally, it’s still an illegal substance. And even if I was to do a Reg A and then sell that, just in California, let’s say I’m still running afoul. And now CBD is no problem at all. I’ll do CBD all day long for issuers. But you know, the first thing I want to know is what I’m selling legal? That’s the first question. And then I want to the other thing that I want to know is, is this something that I think we can sell, you know, do they have? Followers? Do they have? Is it? Is it an exciting industry? Is it something that’s got a great story? Is the issuer coming to me someone that can actually tell a story? Do they have a charisma, because a lot of the selling of this isn’t being done on a roadshow, where you’re going door to door, and people are writing $5 million tickets. It’s being done maybe over YouTube videos, or AMA’s, or digital marketing. And so you want someone that can easily tell the story about what exactly they’re raising. And it has to raise some excitement. If someone’s got a huge following, let’s say that are a rapper. And that rappers got 30 million followers. And the rapper says, You know what, I want to do a new shoe line. Well guess what the odds are, they’ll probably be able to raise the money because they’ve got the charisma, they’ve got all these people that already believe in what they’re doing, and will be very excited about being involved. And we’re doing things like that for some folks. But other folks will come to us and they’ll say I’ve got a strip mall in Texas, I want to tokenize this, I think I can get 50 million. And I say to them, I don’t think this is for me to be able to help you with this. Because I don’t think anyone’s interested in your strip mall in Texas, then someone will come to me with like a really exciting technology to do with ESG. And I’ve got I’ve got one company that’s working with us right now that’s got machines that you put a dairy farms and they take home manure and turn it into biodiesel. Now this is a great story, not just for, for the investor, but also just for the world in general about you know, the things that you can do in large corporations are lined up to be with them to be their customers on the back end. This is a full story that we can really sell well into the market. So a lot of the time it’s about it, it’s less about how much do you want to raise and more about, is there a story behind this? Is there support behind it? Are you starting from nothing where nobody knows who you are, and you’re selling a strip mall in Texas, because I can’t help that person? Find the buyers? 

Curtis Spears 38:10

Okay and we back on that I would say that a lot of folks that I talked to the first thing we say is, you know, if you don’t already have a following. You gotta have a great marketing plan in place. But with the following, it makes it so much easier because you already have you’re trying to raise from the ground, you already have the crowds attention, right? So if you can’t grab their attention, how else can you do that? That’s really important.

Peter Daneyko 38:32

I think the points on having a following and having, you know, makes perfect sense. But I do also think that if you can articulate a message on whatever your offering might be, to an untapped audience that was unable to participate before. I’m not saying it’s easy, but the lack of their ability to participate. And the regulations give it that one of the areas that I think about is you might have the following base, whether it’s your brand, or your you know, in the case of you mentioned shoes, or it could be and I and I do believe on the I’m a Canadian. So on the Canadian side of it from a cannabis sector, I get the grade or some of the areas in certain states that are blocking. Touching is illegal. But selling a security that’s that’s the conversation unto itself. But icon is more on like, I don’t have a following per se. But the regulations actually give me a brand advocates specifically might be in the med-tech space. So I had a conversation with a physician and the physician said I go Why are you looking at this particular regulation? Why you’re doing a Reg A and he said, well, because the one audience they couldn’t buy my buy into my company before was the one audience that always asked and in their world it was the nurses that nurses knew more about their company we knew more about what they were going to do their value proposition in the in a medical device arena than anybody else. So then their their challenge was to say, Okay, can I reach those nurses? I know, at least first of all, who your audience is, where do you have them? Do I have an audience that might like to participate today? If I can share that story? So I think there’s there’s a couple of narratives. Yeah, definitely. Look, if I’m Kanye, well, maybe not Kanye this week. And everybody wanted to buy my million dollar shoe. And I fractionalize that, and maybe today, you know, there’s a lot of what’s going on in the marketplace with that. But I think of companies take a look at whatever industry you’re in and say, Who can I touch? And can I effectively touch it with marketing that never got exposed to my offering that might like my offering, and I’m not. And again, I’m talking to participatory, you know, audiences that that might say, I know more about somebody I know more than the accredited investor about a particular medical device, because I live and breathe it. And that’s just an analogy. I had somebody come to me once that said, Oh, we’re gonna get in the in the security business. And he said, I said, Well, how was your audience? I said, you’re going to you want to branch out $100 million company, and, and you Who are you selling to? And he says, Peter, I’m not worried about that. And he says, I happen to know that, you know, 100,000, retired security, police officers that understand my business, I just have to be able to touch them. Not saying it’s easy, but they understood their audience. It wasn’t just pray and spray and saying, I want the whole world to know what I do. It’s defining your audience and reaching out to that audience, should you be starting at ground zero? So I think that even things like a Reg CF companies and individuals have to recognize that that’s a whole lot of work. But do you have an audience? Do you have persona Do you have that you can communicate with, and then we’re going to look at digitizing and fractionalized and the primary and the secondary. So I’ve seen companies go from ground zero to 10s of 1000s, hundreds of 1000s, hundreds of 1000s of shareholders and private companies. But it was, you know, these were six-year journeys. To your point, Douglas of just saying everybody that says, hey, I want to raise some capital, and I want to go buy some real estate and sell it to people, you better have a good value proposition to that potential audience.

Douglas Borthwick 42:26

I can give you two examples, like what you’re saying. I also had a med tech device come to me and they said, Look, you know, we don’t think we have an audience. I said, How many people use it is that 67,000 oncologists are pretty well, oncologists are probably accredited investors as well. Do you have their information? Oh, I’m sure we do. Okay, well, let’s send some emails then right now, you’ve got a great audience there. And you’ve got an audience that uses the product believes in the product and is excited about it. I had a hotel in New York that came to me and said, We want to raise $40 million. I said, Okay, do you have an audience? You said, no, no, no social media, nothing. I said, How many people have stayed in your hotel the last five years? It said something like 12,000 people? I said, How many of these people have stayed there more than three times and spent more than $15,000? And they gave us like, you know, 1000? I said, Okay, that sounds like accredited investors to me, if they’re in the United States. How many people were outside the US that have stayed at your hotel more than three times? As you know, another? 2000? People? Okay, that sounds like reg S? Do you have their information? Of course we do. All right, that sounds like yep. Now, these are people that believe in your brand, that are using your brand that have money. And so, you know, a lot of people have an audience that just don’t know who they are. But yes, you have to identify the audience, you need to know what pools to fish in. And once you’ve realized what pools to fish in, and what tools there are to go fishing, I think it becomes a lot easier. But you’re right. You know, there are three different legs on the stool. The first leg is understanding blockchain, which is where folks like us come in, and we explain this. And yet the issuer feels very comfortable. The next one is the legal and we give them to the lawyer and the lawyer gives them that legal comfort. And then they’ll always come to the finish line and say, I’ve got all this done, but I’m really worried about the marketing. And so you need to find a good marketing firm, they can come in there and they can help them that can lead them by the hand and give them that competence. And there’s a lot of marketing companies out there that are selling all sorts of stuff, but they’re not all selling success. And I think that it’s very hard to find the right flavor of the month, every month that’s going to fit your fishing campaign when you go fishing. And that really is what arrays is. I mean, it’s fishing. Some guys already know where the fish are. Some people have no idea.

Dr. Kiran Garimella 44:35

You know what’s Sorry, I just happened. Yeah, you know, what’s really interesting about this conversation is that yes, we are talking about the parameter arrays and marketing to you know, your audience. I mean, these are absolutely fantastic questions to ask, right? But it almost seems like the success of the first raise and the ability of the management the issuer to know who their audience is It will also play into the secondary market as well. I mean, you know, if there’s no initial story to tell, you can’t expect there’ll be a secondary market, either, right, even though there’s not much. So, you know, it doesn’t matter whether the fish is caught in the first, you know, line or the second line in the aftermarket, you know, there has to be. So I think, you know, the, the ability of the insurers and their industry acquisition firms to go after and get to that market is also going to be equally successful ensuring some liquidity on the aftermarket. Right.

Peter Daneyko 45:35

I think I think Hunter Hunter, for sure, if you’ve looked at their was interesting. They face many series that, you know, they build a huge audience, and they’re primed for a secondary marketplace, because you’ve only got so many shareholders, but you’ve got your unknown entity, not unlike we might talk about somebody that might be a celebrity. And you might say, okay, you’ve got a huge following, and you’ve got more followers than shares out there, you’ve got an opportunity for liquidity. But I think in every case, there’s that ability, but to your point, cran, yeah, the bigger your audience is, the better the opportunity you’re going to have on your secondary. So Douglas, where do you see the Where do you see this headed? From your perspective, you’re talking to guys all day long? You’ve got a secondary marketplace, the liquidity side of it, you don’t have market makers in the truest sense, how do you address that, say, let’s say, you know, I’ve raised X amount of money, I’m going to want to go to the ATS, when did make that decision to go on an ATS,

 Douglas Borthwick 46:42

I’d say that every issuer that we have, that we’re raising capital for, wants to go in the ATS as soon as possible. And so for them, it really is about, you know, part of the marketing for their raises that you’re going to have, you’re gonna be able to get out of this if you want to, in a year’s time if you’re an accredited investor, or whatever it is going to be for, for the investors outside the US. So liquidity, I think, is important. But again, it’s always going to be restricted to 2000 people, even on the secondary on these reg D reg S. And so liquidity is as much a notion as it is excitement, but also people trade stocks, because there’s news out on public stocks every day. And so if a public company isn’t releasing information and news, there’s going to be very little deal near trading in the secondary market. So it’s important for the issuer to understand that if they want to have a secondary market that once they raised the capital, they need to keep communicating with the world. So that new issuer new new folks may come in and discover what they’re doing and come in and say, you know, what I’m interested in buying here. Otherwise, all you have is the initial buyers that are sitting there with an offer on your ATS, and the stocks gonna go nowhere.

Peter Daneyko 47:56

And that lends itself to say It’s that constant relationship that you’re having with your investors, your investors are your brand advocates, they may be your consumers, they’re more than just your shareholders. I mean, they’re your viral component to sit at the coffee table and have a conversation with somebody else, but you need the media there. But you the issuer also needs to be able to communicate with them on an ongoing basis.

 Douglas Borthwick 48:18

I mean which ever is the opposite of a private company, a private company says I want to stay private, because I don’t want to have to deal with the public. I don’t want to have to do quarterly reporting, I don’t want to do a 10k. Every time I do, sorry, 6k. Every time I do a press release, I don’t want to do a lot of press releases, I just want to do my work. But once you decide you want to do a token, that’s going to switch a little bit, because if you want people to start trading it to learn about what you’re doing, you need to be more vocal in the market. And I think a lot of folks don’t understand that or don’t. It’s a learning experience for a lot of corporate CEOs.

Dr. Kiran Garimella 48:51

And it’s also important, I think, for them to understand that, you know, it’s not just one raise, they can come back next time, another raise and all future raises as well. Right. So the two have to build up this momentum. And you know, you can’t do that you need the combination of both the news releases, the marketing, talking to the public, and, you know, having the strategy of, you know, the blockchain tokens and make it easy, easy to do that. I think I think for good reason. I mean, I think it solves many, many things, read the primary, raise the following follow on raise engaging with the community, and of course, you know, future raises and liquidity in the, you know, in the secondary trading, I think all of them kind of go hand in hand. So, you know, it’s a win-win strategy, if you think about it.

Peter Daneyko 49:35

Well, it’s certainly been an evolution. And none of this could occur without the, you know, the continuous evolution from a technology perspective, and getting feedback from the marketplace and, and some of the mistakes and missteps and, and I’ll even, you know, naive bad actors and I don’t want to say all bad actors, you know, and some people just, as Curtis alluded to, this they’re looking, they’re doing it over there, they’re tokenizing something there, they didn’t realize that they’re actually creating a security in many cases, they’re running afoul of the law with those. Sometimes it’s just individuals just looking the wrong way. So if you’re considering any of this, it sounds like Douglas that you’re referring, hey, engage, engage the parties that are going to make you successful. But more importantly, from the start being, you need your lawyers, you know, not it’s not just the technology provider, anybody can make a token today. And I don’t mean that loosely. But you know, what, I’m at the baseline level, but it but it’s absolutely useless if you’re not looking at the regulations, dealing with things compliantly, and then taking into consideration, where am I going down the road? What is my secondary market? What is the education that I need for my followers? So all of these pieces to currents point, yeah, they all come together, they and they’re, they’re important, you can’t isolate each piece, one by one without looking for, you know, a longer-term journey. What am I doing today? What am I doing in the future? Am I doing Round? Round One, round two, round three, whatever that means. When it comes to, you know, your capital raise, it used to just be everybody did series ABCD, after my seed kind of thing. We’re just given a different flavors of different terms today, don’t you think? As far as whether it’s tokenization, whether it’s, you know, digitizing an asset, but I am hearing back over and over, depending upon the exemption, what are my limitations? digress, you said, Hey, Reg D, it’s 2000. So what I’m dealing with a finite audience, both on both with my, on my secondary as well, then, because I can only have so many people buying and selling, that can be good. But we, the issuer needs to be aware of that. And the companies need to be aware of that. What about the fear of too many shareholders, I think that’s gone by the wayside today because of technology. And whether they’re their shareholders and insecurity or owners have a token, any comments on that?

 Douglas Borthwick 52:09

I think that the more shareholders and the more distributed the token, the better for the secondary trading of the market, obviously, if 95% of a token is still held by a company, and the management and 5% is floating there in the general public, who wants to own that, probably no one, right, because, you know, at some point, there’s going to be a big dump. And the only reason that 5% was sold into the market was to get a price on something that’s really being held by the company or the management. So I think that you know, companies have to be very careful when they do a token, they have to remember that a lot of times companies will think about what’s in it for me, and they don’t think about what’s in it for the token holder. And token holders are very smart. They look at a lot of different tokens, if they’re going to be buying a digital security, they’ve already seen a lot of different models before. And they want to know that what they’re getting is something that management has skin in the game in as well, and that they own tokens are getting compensated in tokens as well. But also that they don’t have a huge position in tokens relative to what is being held by the public, per se, or these other investors. So there’s lots of different things that people look at, I always think that the more token holders, the better because you’re gonna get more liquidity.

Peter Daneyko 53:22

I’m behind you, 1,000%. I even think that’s the case now with private companies from a security perspective. The old adage of saying, the more shareholders you have, the more headaches you’re gonna have. I disagree. I think the more participants you have, the more brand advocates you have if you’re doing a good job. And if you have the ability to communicate with them, when you’re doing a bad job. There’s, they’re more likely to understand not only understand your business, but even be more forgiving. From that perspective, the worst thing you can ever have is I don’t know what’s going on, especially in a private company. So shareholder communication and volume of shareholders. I think this I think that’s the way of the future. And that’s just my personal take on it. The only unless you’re a private company that doesn’t want to go after, you know, volumes of shareholders. And you go after a handful, that’s a completely different business model. But if you want to build your brand and build your potential audience for now into the future, you can remain private today. You know, through plan/

 Douglas Borthwick 54:30

20 years ago, you couldn’t get all of your investors in a room. If you’re a private company, you’d have to send them all a letter, you know, by post. Now you can set up a telegram or a discord and you can talk them all at once and if one person asked a question you answered and 300 people aren’t satisfied with the answer. So you’ve done it very, very quickly. It’s much more efficient to gather people together to talk to them, and to give them information. And their technology certainly helped in the communication aspect for management

Peter Daneyko 55:01

Well, thank you. So we’re gonna close out on that it sounds like communication ATS is and secondary trading is here to stay. What inning Do you think we’re in at go around the table as far as where this is going to be in the next five years? Are we in the first inning? Are we in the are we in the fourth inning

Curtis Spears 55:23

I’d say we’re in the second or third inning right now with this. With with extra innings ago, we won’t end at nine innings. We’ll go beyond that.

Peter Daneyko 55:33

Beyond nine innings. So we’re the early stages, Douglas,

 Douglas Borthwick 55:37

There’s a lot to learn. And one of things you guys talked about was really, you have to increase awareness. The issuers out there, that’s the only way to make this thing really grow. Right now, there’s still it’s still a private market, it’s still a private market.

I think that the stadium has been built, people are still finishing up on the rules. And we’re just coming onto the field now. Because the audience, the crowd still doesn’t know that the game exists. And so no, you step onto the field until the audience is there to watch you actually play. So I think that we’re really at this first inning, you know, if you talk to accredited investors, which is already a small part of the population, and then you dig into them say how many of you actually know what a digital security is? The answer is going to be maybe 3000 People 3000 People in the United States. Now, if you go and you look inside the state in Japan, or South Korea, it’s over 50% of accredited investors have actually held a digital security. And so the US have got a lot of education, a lot of catching up to do, just as Curtis said. And so, you know, before you really start, you’re swinging at balls, you want to make sure that there’s an audience to actually watch, you do the swinging. And I think we’ve got the rules stone, we’re stepping on the plate, we’ve got members of the team, everyone’s ready to go. Now we’re really no, it’s about rustling up the butt, it’s chicken and egg here, right? You got to have products on your shelves before someone comes into your store. And you’ve got to give lots of different case studies of this as this is a different type of digital security that you can do. So people understand just how large this is going to be. And so I think that we’re just stepping onto the field. But I can I can see this is gonna be a really big game.

Peter Daneyko 57:17

I love I love how you put that stepping on the field, the foundation and the stadium is built. And we’re just starting to sell tickets is what I’m hearing here.

Dr. Kiran Garimella 57:26

And if I may push it in knowledge just a little bit further, it’s a great analogy. We’ve got the stadium, we’re going to get the crowds who are serving stigma to play the players out there. Now we’re letting the holes and the people right and as these people come in, we got to make sure they don’t trample upon each other and kill each other in the process. And it’s all very orderly, very regulated, yet it doesn’t impinge on some of the freedoms, right. And that is kind of where some of the technology can also play a critical role. I mean, you know, regulation gets a bad rap. But there are some parts of regulation that are meant to protect and increase some safety. Right. So I think that’s that’s the part where the technology can play a huge role.

Peter Daneyko 58:06

Well, gentlemen, Douglas, Curtis, Kiran, I thank you for today’s today’s session. I’m more optimistic about it than ever, especially with the baseball metaphor going on here. And yeah, it’s early in the game. I think it’s the opportunities from an educational perspective. You know, they exist today, but they need to be, you know, these kinds of panels need to continue to open open the door, so to speak, to just make the general public aware make the issue is more more and more aware and make the consumers more and more aware. Because it’s all about democratizing things that make, you know, taking out the friction points and let everybody participate. So again, thank you all. I will close out on that. To that. We’ll hand it over to Oscar and I really, really appreciate everybody being here today.

 Douglas Borthwick 58:58

Thank you very much.

Oscar Jofre 59:06

All right. Well, thank you, everyone. Wow, what a session of having everyone this whole week. Thank you, everyone. Monday, Tuesday, Wednesday, Thursday, Friday. It was, as I said before, to everyone, it’s cannabis month. There’s so much discussion within the sector. There’s lot of enthusiasm and optimism within the cannabis sector. Of course, with President Biden and making his announcement. I think it’s rejuvenated everyone, that there is something great coming into horizon, as all the speakers Curtis and Douglas and cram alluded to. There’s still regulations we need to follow. But this is one of the sectors that definitely has a community building. It has a grassroot component that is definitely going to be able to benefit and we’ve already seen it when they’re utilizing regulation CF and Regulation A plus, hopefully this week what We provided you, as always at the core summit webinar series, the educational element, the pieces to get you started in your journey to look at how you can capitalize your company in a different way. And this is not to say that other methods are wrong, absolutely not. We’re just giving you the choices. And today you heard the last frontier in the private capital markets, which has been the missing link, the unknown, the one that got away or the one we talked about, but is it real, and it is secondary market trading, and it was a great closing off for the week. And obviously, most of you will have lots of great questions along the way, and hopefully, you’ll reach out and we’ll connect you with our great panelists, both from the legal the accounting, the quarterbacks, the FINRA broker, dealers, the secondary ATF, so you can be successful with your cannabis company in your race. Thank you again for an amazing KoreSummit and 2022. We’re closing up the year with the cannabis sector and we hope to see you in 2023 it just might be that we will be face-to-face till then. Have a great, great October and we’ll talk to you soon. Thank you everyone.