RegA+ End to End

Speakers

Oscar Jofre

CEO and Co-Founder

KoreConX

Oscar Jofre

CEO and Co-Founder

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

Julien Phipps

CRO

KoreConX

Julien Phipps

CRO

Chief Revenue Officer with over 20 years of SMB, Enterprise Sales and Management experience in the US, Canada, UK and Ireland in technology (SaaS) and Financial Industries. From start up, to Fortune 500 and hyper-growth enterprise companies, I create, cultivate successful company cultures and lead teams that contribute to desired revenue growth. I'm responsible for all revenue-related strategies globally. I lead Business Development, Sales, Account Management, Sales Operations, Strategic Partnerships and Marketing activities. I believe in giving back and through philanthropic endeavours throughout my career, I've given my time and expertise to grow the operations of The Canada One Foundation and KitsFest. As a senior advisor to the board, our foundation has had a positive impact on our local community. Over $1.2M in post-secondary grants and nearly $800K in social legacy projects that continue to benefit our young leaders and our communities.

Dr. Kiran Garimella

Chief Scientist & CTO

KoreConX

Dr. Kiran Garimella

Chief Scientist & CTO

Kiran Garimella, Ph.D., is the chief scientist and chief technology officer at KoreConX, leading the strategy and development of blockchain and machine learning solutions. A sought after speaker and author, Kiran has more than 25 years experience in information technology, consulting and financial services. Previously, Kiran held roles such as global CIO and chief architect at a General Electric company and vice president and chief evangelist for BPM at Software AG. He is also an advisor to the Alliance of Merger & Acquisition Advisors and the MidMarket Alliance, principal founder of iKnowCentral and co-founder of CognitiveWorld.com.

Oscar Jofre  00:00

Hello, good afternoon. Well, this is a surprise, Sir, how are you? Ah, I am. I am truly honored to have your presence here. It’s alright, let’s get started everyone it is now 330 afternoon, we want to welcome everyone to the KorSummit webinar series 2021, you are among the rare few that will have an opportunity to hear our webinars, we have over 73 of them coming January march in the little bit of April with the excitement news with the SEC, lots of great things happening today. I’m really honored Obviously, these are my colleagues said that are going to be joining us My name is Oscar Jofre. And we are going to be providing you today a kind of a, you know, take notes, obviously we’ll be sending this along with you, there’ll be kind of a mini site available for this, the end to end of RegA, and it’s gonna be a lot because a lot of people don’t realize what it takes. So, but let me tell you the format, so you get the idea. Obviously, we have a little bit of discussion between our three panelists, and also how baseball bats and clubs and will hate each other, get it out. And then we like to hear from you 15 minutes or more, where you may have some questions maybe in between, you may have a question or two. Don’t be shy, just, you know, put up your hand, there’s a little button there at the bottom and ask your question away, we’re more than happy to answer it for you. So it’s the best way to go in making sure that everyone knows what we are talking about today. This is a obviously it’s an exciting time with Regulation A. So I’m just going to recap to everybody what’s going on with Regulation A why all the talk while the buzz mean that was a buzz already before. So what’s the excitement now, the excitement is that on March the 15th of 2021, you will now be able to raise up to $75 million per year from 233 million Americans. And if that doesn’t get you up at night, I don’t know it will. But this is one of the greatest opportunities any company has, regardless of stage. But the key to all of this is preparation and understanding. You need to come in with your eyes wide open, you need to know what you’re coming into. So I’ve shined the light, you’re excited about it. That’s all great. But what is RegA end to end. So today, we’re not going to talk about the legals or any of that specific elements. Today, we’re just trying to give you an overview, all the different things that it takes to even get to getting prepared for a reggae while you’re having the RegA. And what happens after because it doesn’t end it. This is a living thing. So it’s like a plant, you know, you you put on the seed and you add water, you add protein and it just keeps growing, grown and grown and so wonderful thing, but you got to keep doing it all the time. You can’t just water once in a while. And that’s it and you’re done. So this is an exciting path that we’re going to take you on today and my three guests today I’m going to get them to introduce themselves. Obviously, I’m going to take the first introduction to introduce you to the the honorable, Dr. Kiram Garimella, who is our chief scientist and Chief Technology Officer at core connects. He’s a bit of a humble individual. So there’s a lot of stuff he won’t tell you about him. But I think it’s important that you know, he’s written three books on blockchain and artificial intelligence. He’s got as much gray hair as I do. I think he’s got more but that’s just me. And but the important thing is that you are talking to somebody who understands and seniors about So Dr. Garimella, hats off to you.

 

Dr. Kiran Garimella  02:26

Oh, wow, it’s good. What an introduction that’s very flattering flatly will always get me. Thank you. I am Kiran Garimella. I’m the chief scientist and CTO. I come from a background of financial services and executed it management for the past 25-30 years. And I’ve grown up in the financial services. You know, some stint as a global CIO for General Electric that helped get equipment finance division. And since then, you know many other types of roles. I grew up as a software engineer and my research background is in fact, in artificial intelligence and machine learning from the mid 80s. In financial analysis and financial systems, so I know there was an AI in those days people don’t realize that. But since then I worked with the distributed systems and blockchain. All these are, you know, wonderful things that we accomplish here at KoreConX, so we’ll we’ll chat more about that one.

 

Oscar Jofre  03:01

Perfect. And of course, our esteemed colleague at what were those riddles you were throwing up? riddle me this and riddle me that. Please go on.

 

Julien Phipps  03:06

There you are. Absolutely. Hello, everyone. I’m Julien Phipps, Chief Revenue Officer for core connects. Also a financial background banking for many years and few FinTech stops along the way, and happened to me here.

 

Oscar Jofre  03:15

Okay, guys, so I’m going to put it right out there. I’m going to get it going. And we’re going to fill in the gaps for everybody. So pay attention, because I speak very quickly, everyone, but I’m going to do it because I think it’s important that you understand the context of this discussion, we’re going to, we’re going to go into each of these segments, and the segments are important. But this is what we mean by RegA end to end. And I need you to understand that up until today, it was not possible, but it is here today, end to end, and their companies like yourselves, the ones that are listening in today, you will be the few that will be able to take advantage of this. So what does it mean end to end, end to end means that you will have a button on your website, that’s right your company website, that you will then be able to take on investors, the investor to enter all their details, to sign their subscription agreement and make the payment right online. Whether it’s credit card, whether it’s ACH, wire transfer, crypto, Ira, [uncertain], boom, done. And then immediately that information is passed on to the broker dealer with a compliance management system to then make the determination ID and AML and suitability whether it’s suitable to invest, which then that moves your information directly over to your cap table. That’s right, your cap table, you now have an approved investor, which at the same time, the platform’s automatically inviting your shareholders to your site to come in view how many shares they own in your company in their portfolio, and while they’re there, they can actually click another button to do a transfer, maybe a family member or somebody else. And the magic, they can now trade. That’s right, they click a button to trade to take some directly to a registered SEC ATS to be able to trade as low as $100. That’s right $100, with another person to trade those securities, automatically update your company’s cap table. That’s right. And, of course, update the portfolio. So the two holders, that is RegA end to end, we can finally say it because it’s finally here, but we’re going to wind it right down to the beginning. Where does it all start? And what are all the different pieces to get there? And we often wouldn’t you know, when people get involved in this, because Julien and Dr. Garimella  know we all three of us, we deal with clients at different stages. And what people don’t grasp is that it it takes a whole team of people doing it. So we’re going to walk you through the process of getting started, right? What are the different players you need. These are called the mandatory things you need, no matter what you can file, you can’t go forward, you can’t even put the button on your site until you do these. So I’m going to like Julien, leave that off for us right now as to let’s get that going. So we can begin that discussion. Getting everybody started for the RegA end to end?

 

Julien Phipps  08:37

Absolutely. Yeah, this is one of the most crucial parts, it really kicks off your RegA raise, and knowing you know exactly which elements you need is going to be very helpful. So one of the things that is important when filing your your RegA is obviously utilizing a securities lawyer, right. So that’s, you know, in our ecosystem, if you don’t come, you know, fully loaded with one of those yet, then we’re happy to make the introduction through our KorePartners. And, you know, in our KorePartners, we have some, you know, some some great, you know, I guess securities lawyers that are familiar with the industries and the types of companies that will be relevant for your company. And, you know, essentially you want someone that has that familiarity, that ability to to know what to do in the filings and sometimes you know, it’s very helpful to speed up that process, but also make sure that everything is being done according to how it should be done. Now, the other element that you’ll need in RegA, it’s mandatory to have a broker dealer. So a broker dealer is is the ones that will be not only registering and doing and actually being on your, your, your RegA raise for essentially what we’d like to call the insurance. So they are you know, for the the amount that they’ll take from your your raise or what they’ll be doing. For your raise, they will be providing that blanket of security though they’re the ones that you want to go to when you have questions on how to be compliant, what types of marketing materials to send out there, and, and the essentially the onus will fall back on the broker dealer. Right. So that’s that’s why they get typically in the range of one to 2% of the offering that’s being raised. And also they will ensure that the KYC AML know your client any anti money laundering, all of these a these verifications are being done, and investor suitability questions are being verified. So are they an accredited investor? Are they a non accredited investor, so all those checks and balances, this lies with your broker dealer, very important part of the the issuance raise. Now the next portion is really the investor acquisition firm, with the investor acquisition firm. So

 

Oscar Jofre  10:55

actually, before you go on there, I want to stay with a regulated entity. So we’re gonna go to the investor acquisition, because I think it’s important for everybody to understand the regulated elements. So you touched on really good point there, the lawyer. So this is really important for everybody that’s listening on right now. If you’re an American company, obviously, US lawyer, you’re good to go. If you are a Canadian company, you both need your Canadian lawyer and the US lawyer. Okay. So the Canadian lawyer plays a role of validating your corporate records in Canada, but it’s the US lawyer filing the form. When a foreign companies outside of the US and Canada, you need to speak to a lawyer in the United States or in Canada to form an entity to operate in other these regions. Because again, it’s only for US and Canadian based companies. The second regulated item that he mentions broker dealer, yes, an important element. The other is auditor, you need audited financial statements. So that’s an audit regardless of anything else. The other item of regulated entity you need is a escrow provider. So escrow is normally provided by trusts, and banks, those are another mandatory element that you will need in order to file your form 1A. And the other piece that you need, that’s mandatory is an SEC registered transfer agent. So all of these are the mandatory items that you will file because the SEC will approve this offering based on this. And the thing is that believe me how many people get their all caught up in the marketing and all that, believe me, we’re gonna get to that. But this is the core, this is the this is the mandatory items, compliance, regulated items that need to be done. And often people leave them to last and they need to be done at the beginning. Because when you leave on to last, these are the regulated items that if they say it’s a no go, you cannot go. So I want to make I’m putting a right at the front of you. Because we’ve had enough companies to understand the ones that go, oh, my goodness, I didn’t know I needed a broker dealer. Yes, there are seven states or eight states in the US that you cannot sell securities without a registered broker dealer. So not only is it a good insurance policy, there are certain states that you cannot sell securities to unless you have a registered broker dealer. So you know, there’s number one, Oh, I didn’t know I needed a transfer agent. Yes, you do. Under the regulation, it’s mandatory that you have one to manage your capital structure for your corporation to make sure it transfers and trades guess it is a free trading security. So breaking it down for you again, lawyers, us or Canadian auditors that that is mandatory, you know, broker dealer, escrow provider, and the SEC registered transfer agent. That’s your core compliance. All right. So let’s move into the non regulated items, the items that everybody wants, it’s the one part that everybody really focuses a lot on. And some people call it marketing. We don’t because it’s not it’s not just marketing. We call it the category of investor acquisition. So the second tier group to getting you started so Julien, I lead you lead off with one of those and I’ll bring that back to Dr. Kiran. Okay.

 

Julien Phipps  14:10

Perfect. Yeah, let’s let’s go back into the investor acquisition

 

Oscar Jofre  14:14

on a second. Hold on a second. Yes, sure. Next time don’t okay. Yeah, I just want to make sure it was clear that you know, virtual but you fell

 

Julien Phipps  14:25

five steps before you know crawl before you run. So it’s a you know, broker dealer and auditors escrow provider, registered transfer agent and broker dealer right. So five elements now we get the best out there you

 

Oscar Jofre  14:38

go, perfect, right.

 

Julien Phipps  14:40

So here we go. Investor acquisition, what is what is that? What do they do? They are an important you know, I guess role in this whole ecosystem in terms of driving new eyeballs, new investor, investors to your offering. So you know, this is this is a very kind of, I guess, you know, niche You’ll set not, I would say that you know it, there are providers out there, but it takes a certain, I guess, experience and a certain amount of network that you’ve built up to be able to drive that traffic to these opportunities. And you know, if your opportunity is not one of those where you have a built in following or a built in user base, some, some are fortunate to have that, then you’ll want to engage typically with an investor acquisition firm, increase the success, chances of your offering of being a very successful offering. So they will be, you know, they are typically fee based, they will operate on a flat fee. And basically, they’ll be able to, you know, obviously, drive more of the investment opportunity and eyeballs to your to your offering. I mean, a lot of times with them, there’s going to be different questions that the want to answer they’ll be wanting to understand from start to finish your offering, they’ll be wanting to understand your marketing tactics. See if there’s, you know, current things, what do you have in your portfolio, as well, or your skill set in your company that they can also work with? But I mean, Oscar, do you have other insights that can help this area with always?

 

16:18

Yeah, have good except that I’m gonna go to grant because women, we’ve been working with five deals. So we, you know, nothing better than working with companies real? I’m going to come in at the end. But Kiran?

 

Dr. Kiran Garimella  16:29

No, absolutely. One of the most important things, you know, that we realized. And you know, this is true for everybody. People want to have their brand, they don’t want to, you know, give it away to somebody else, you all work very hard for your company’s, you know, marketing out there, and you know, the people who come to you to invest, they are your people. So why send them somewhere else. So one of the things we have done is to make sure that we have a very robust technology, where we can place what we call the invest button, but technically you, the investor presses the button, this whole process that we walk them through, but and all of that is on your site. Yeah,

 

Oscar Jofre  17:06

well, that and you’re already moving into the next section. And look at that. You guys are rather you guys must be having a different type of cereal than I’m having this morning. So but that’s okay, we ate or we have Froot Loops. I think you guys have rice krispies. But let’s take focus to the audience today. Because look into him. This is I think what’s happening to the three of us here is what happens to any one of the clients listening in. And that is that there’s so much in all of this. And the reason I’m grouping it, and unfortunately, all of us to do that is because by grouping it, then you can go through the checkmarks of the things you need, and the things you overlooked. So I’m going to get to that correct. You brought up an interesting point. Hold that back, I thought, but I want to finish off in the area of investor acquisition, because I think what our friend Julien had brought up a high level. So investor acquisition critical, you will spend considerable amount of dollars dedicated to that. And that includes a number of tactical techniques. And he told the companies out there provide them and they specialize them. So these companies have done Regulation A, some of them specialize in videos. I mean, there are some videos created by US companies like red pill media, definitely phenomenal, phenomenal. I mean, you look at that, and you go, oh, my goodness, right. Then there are companies that provide a good old fashioned technique of doing webinars like progressive or forward progress, or a Chicago rate. Again, another technique that is complimentary, then you have companies like E5Aim that are providing the whole strategy on how to do investor acquisition, getting you into the publishing element. So what is the one the one technique that you need to apply? There are all applicable. And that’s the thing that you as companies need to understand. These are all the elements that it takes to actually have a successful raise. And they include these providers, the video, the the media, the IR firm, the PR firm, they’re two distinctively different components that you need to undertake. And all of them are working together with the strategy to for social media for advertising, getting you into the newsletters getting you into the media for interviews, it’s a full on exposure about the company, not the offering, not be offering. Okay, not the offering, the offering should sell itself if you’re able to drop people into your site about what you’re doing. Yeah, right. So we’ve seen that firsthand when companies do that. So these are all the different pieces and investor acquisition. And we believe that in time, there will be maybe one technique but it’s it hasn’t been yet. Everyone who has successfully closed, an offering of RegA has utilize multiple providers together. And that’s not a bad thing, right? Oh,

 

Dr. Kiran Garimella  20:09

absolutely, absolutely. I mean, it depends on the audience. It depends on. I mean, there are different types of investors, we don’t know who they are. And it always pays. Right. You know, you cannot prejudge somebody you know, so you’re giving a best shot, you’ll look at multiple ways of drawing them in. Absolutely correct.

 

Oscar Jofre  20:25

Correct you, you’ve gotten yourself in there. And this is where it’s, I think, when people keep using the same channel, it may not necessarily get you there. So you’ve got the prerequisites. Now, this is the the investor acquisition, and you can do different elements. You could do the Facebook Live the YouTube lives and all that. But all keeping all this in mind, why is it step number two, and second, because the group number one oversees all the activities of this group, the broker dealer will oversee all of this to ensure that you’re doing it fully compliant. Okay. So now we got, we got the regulated entities, you got all the players getting you the messaging, getting you the eyeballs, that’s going to come out. So now we get to the technology, the investment platform. So that’s right. This just doesn’t sell itself, it could. But now you need to process it like an ecommerce store. That’s one element where they look at it. So currently, we’re leaning into that everybody wants to redeem their brand agreed on that. So if you could just continue that point.

 

Dr. Kiran Garimella  21:28

And can I now share the secrets with how we actually tie all that together? Yes, yes.

 

21:34

So, you know,

 

Dr. Kiran Garimella  21:35

Oscar is absolutely dead on. I mean, it’s like, you do all these different marketing activities, all these different ways of outreach, working with, you know, the investor, acquisition firms, and so on. One of the wonderful things that we also enable, and I’m a technologist, I love talking about this stuff, ad infinitum. Right. And one of the important things is that wherever these people are coming from your investors, we have the ability to work we can track, we have the ability to work with your investment acquisition companies, and provide the right level of analytics on where they’re coming from. So having said that, now we can go into a lot of details about you know, what does it mean to place your invest button on multiple pages on your website, right, or multiple places on the same page, on your website? Or with your marketing? Or investor acquisition partners? How to place it there? And how do we track all that? And how do we provide that? Remember, at the end of the day, the goal is to preserve your user experience and your sites, it’s not to intrude with core clients, we are we we are not dating the picture anywhere, at least from a user experience perspective, or investor experience perspective, right? So but once they click on that button, it is still on your site, you’ll never come to anybody else’s site, not our site, it stays there. And we walk them through a very structured process of gathering information. And we make sure that we collect all the information we need, that ensures compliance with a RegA Regulation A or A plus, okay, so, I can go to any lot of detail, I just want to you know, keep it at a high level. But once we do that, I mean, there are different ways that investors can invest, they invest as an individual investor, there can be a joint investor, they can invest as a company or as a trust. So all these methods are flexible and available through this investment process. Right. We asked the right questions to do that. Plus, of course, there are multiple payment methods. Yes, please.

 

Oscar Jofre  23:42

No, no, no, come on. I was just gonna say we please.

 

Dr. Kiran Garimella  23:45

So and of course, there are multiple payment methods, you know, whether you want to, you know, a CH or credit card or mailing checks and wire transfers and crypto. Oh, yes, we have crypto also, right? If you want to use crypto utilize crypto. And we I won’t go into the details on this one. It’s very exciting, actually. But once we do that, we also offer this wonderful facility of having investors designate a an investment as a retirement account. And this, I will tell you is one of the most fascinating things, Oscar, I don’t know if you want to chime in, because I know you’re we are just as excited about that as anything else.

 

24:22

Yeah. And I do want to touch on it, regardless of I say, and I don’t. I mean, we get excited about our own. But in general, whenever you’re looking at any new investment platform, these are the things you need to look for. So it needs to be a button. And remember, it’s about you, you’re spending all this money to bring in this traffic with all these different partners. That technology should sit there and that data that you’re collecting, it’s yours. Okay, so don’t forget that it’s your data, you paid for it, and you’re entitled to it whether those people you know, let’s say you get 10,000 people and only 1000 invested, the other 9000 are yours and all that data should be trackable for you where it came from. From What social media. So these are the attributes you need to look for in the technology you’re putting in. Because it’s, that’s just one part. So the secondary part that connects to that is the broker dealer. So the that needs to make sure that the broker dealer receives a platform in order for them to manage information. And what does it need to do for the broker dealer, it needs to perform the second task of all this. So the investor was willing to come in and say I want to invest. Now the broker dealer needs to review it, the broker dealer needs to look at the investor profile needs to perform the ID and AML and suitability. So what is suitability and RegA an investor can only invest to a certain limit if they’re non accredited, so the broker dealer needs to make that determination if this individual meets it or exceeds it. Once they approved, that investor in that information needs to be made available to you, the company, the CEO, the CFO, your board of directors, what is the need to go, it needs to go to your cap table, it needs to go there. So you can see real time what your shareholders are doing. And your transfer agent is doing the verification after it’s been passed on to them. So that so keep the dots together, right? So it’s the invest button, that you need to look at all the features that are there for you to make sure that it’s getting the connectivity to the compliance and there’s a connectivity directly back to a cap table where the transfer agent is performing that service. Because if those connectivity points are not there, I want you to imagine the following. You’re not raising money from 10 people. You’re raising money from one, zero and add three more zeros. That’s right. 10,000 plus. So you may be collecting $100 at a shot from people try to administer that in the back end. It is a nightmare. It is a nightmare for everyone. So you need to ask all these right questions. Okay, that’s a great investment. Okay, I need that great. Listen, does it come with a compliance system from my broker? dealer? Great, excellent. And by the way, how do I get that into my cap table? Do you have any apiserver? So all these questions are critical in where do my shareholders log in to view their investment after they’ve done? Oh, forget about that. Where do my shareholders go to review the investment while they’re doing it? See, that’s another question. So we’re back to, you know, right here, the investor just click the button, he hasn’t even been approved. Sorry, my apologies, he or she has not been approved yet. So now, the what needs to happen is the shareholder, the potential shareholder needs access to view something. So where are they going to go? Are you going to send them off to some foreign website they’ve never heard of before? We keep saying this over and over again, it has to be about you. And you have to enforce that with anybody you’re speaking to when you’re talking to lawyers, to the auditor, investor acquisition, everybody knows it’s about you. And we’re all crowded together to help you. And this technology needs to work the same way about you. About You, there’s no excuses any further anymore. There’s people say it’s not available, I can tell you, that is not the case it is available. So we’re telling you nothing. That’s hypothetical. We’re telling you what is available today, you just need to know what questions to ask. So what this is, is to give you what the RegA end to end so when you are picking your partners, when you’re selecting what you need, you are now looking at an ecosystem that needs to be there. So whoever you choose, you say, Listen, I’m going to need this, this and this and that. Where are those pieces? And those pieces don’t exist, then you need to act? How much further is this going to delay my offering? That’s right, how much further is this going to delay my offering? Because that’s what it does, it delays you getting from start to finish to start raising your money, so you can start building your company. So the technology plays a major role in it. We don’t it’s we don’t think about it that much anymore in the industry, because people just think it’s a button. But it’s more than that. So you see now the integrated pieces to it. Now we’re going to touch on the last piece coming into it. But I just wanted to give Kiran, obviously, you would like to add some additional comments to that.

 

Dr. Kiran Garimella  29:17

Well, before we go on to that when I just want to double click a little bit on that. It’s all about you comment, and we take great pains to make sure it’s all about you. There are two other aspects that you know, you all should remember. And number one is that all of the data that you need at various places, you know, how Where are my investors coming from? What investor analytical capabilities Can I get with us? How much are they investing? Are they dropping off? Are they abandoning the process somewhere, right? So each of each of those data points, you will be getting that information so you can do your own analytics connected your own CRM, you can outreach and do all those things. That’s number one. The second thing is that every notification that goes out, it has Your branding, the email, the notifications that go out, they have your branding on it, it is not ours. Right. So we sent it on your behalf. So I just wanted to make sure you know that, when we say it’s all about you, we really, really mean it. It’s all about.

 

30:15

That’s very good point, Kiran? Yeah, I was just gonna add one other part too is that, you know, we’ve been off oftentimes getting a little bit of info back and feedback from from the, from the market and RegA, also for the shareholder. So the shareholder also needs to be taken care of, you know, post raise, right. So this means, you know, thinking ahead, you know, how are you gonna communicate, where, you know, and knowing, you know, how, where they need to go, what, what is the next step for them, right, and so with us, you know, with with, you know, different platforms, it’s important to make sure that it’s, it’s just, you know, your, your, your give your, your, the platform that you’re going to choose, has the templates, has the generic ways to, you know, communicate maybe ways that that you can have the ability to message them. So while it’s about you, it’s also about, you know, your investors and your shareholders.

 

31:07

Well, that goes without saying, it didn’t come out that way. I would say that, ultimately, it’s always going to be about the shareholders or the brand ambassadors or the stakeholders you brought on, and you need to understand their journey. Those who have been on all sides of the of the aisle on this from the beginning, during and afterwards and seeing it, we know the pain that everybody goes through, and you have an opportunity to by asking the right questions of all of us, of all of us not, you know, we’re not here to tell you that, but asking the right questions. So these are all the things I need. I need the investment platform to do the following things. And I need to do it just because you need to look at you, you need to look at your your stakeholders, your shareholders, you know, how are you going to deliver updates to them? How are you going to allow them to vote? How are you going to send run reports, all these different aspects of it. And then Who are they? Because you remember, I started the whole theme today on end to end, we’re going to come on to that end. And believe me, if this is a mess, it delays everything to the next step. So it’s now even becoming more critical that we start having this conversation, picking the right partners, selecting them based on their experience, and there’s more lots of people that experience, but in this particular type of offering. And then of course, selecting the tool sets that you need to be successful, because success is what we all want it to be. And then, as well, during all this, even while you’re getting started, all of this is coming together through meanings introducing everyone together, because it is a crowd that is actually going to make your raise successful. A crowd and this is the crowd, the compulsory meaning the compliant crowd First, the investor acquisition, the the the technology provider that brings the infrastructure for that to make it happen for you. And everybody’s got to be in it there for you and everybody else that you’re you’re servicing. So why are we talking so much about, you know, end to end, and we’re talking about, it’s about you, because we’ve seen companies who have raised, you know, 10 $15 million from 30,000 shareholders. And we know, we’ve seen the pain from both the company and the shareholders, we win, we know how painful it is, when you’re managing 50 people, 100 people, it’s okay to say, Hey, listen, we now have this provider we’re working with, but we need to, to go over their login to view stuff. So you’re, you’re sending them away from you in and this is, you know, during the capillaries, it’s all about you. You sold them on it, you did all the flashy stuff, you don’t do your website, and then you’re pushing them away to somewhere else to be managed. And whether you’re part of that, or you’re not is it’s up to you how you select all this, but people weren’t asking these questions before because nobody even knew that we could even have that many shareholders will try to imagine having, you know, half a million, how about a million shareholders? How are you going to foresee that? Well, Regulation A allows you to have that, that possibilities there. So you need to come in prepare, and you need to think about this, regardless of whatever else you need to do with them. from a marketing perspective. Don’t confuse marketing, with your obligations with them as shareholders, right? You still have that over your mind. Look, our company we call them gladiators. We’re excited to bring them to the arena on what we’re working on. We’re excited that they’re taking on this journey founding forward, that’s great. But in our minds, we still have a regulatory obligation with them, regardless of our marketing component that we’re trying to do as well. So you can’t forget those two. And they you need to look at what you bring on board to make sure that it keeps you compliant. Before you get started while you’re doing your capital raising, and after you’ve done your capital raise, because the journey is just beginning from there. So now we’re going to talk about the last leg of end to end, and why we’ve been emphasizing on this. So up until now, this was not even a choice. This was not even a choice for consideration in In fact, during your filings, if you even mentioned that the regulators would require you to amend it to indicate that there is no secondary market to trade. So this has dramatically changed everything. So everybody loves RegA? Why? Because it can reach 233 million Americans, and some would say selling worldwide. So you’re selling to a non accredited investor?

 

35:56

You’re selling them securities at the smallest amount possible. $100 $50. How about $25? So you, you, you made it possible? It’s possible today to get investors as low as $25. Imagine that $25. So when now how do you manage $25? How do you make it cost effective to issue all the regulatory items and then and now you bring in secondary market, and this person, right here bought in $25, share from you and wants to trade? Because they can, they’re legally entitled to have that liquidity. It’s a liquid asset, and you can put them on a secondary market. And the only way that’s possible, if underneath it all, everything we’ve described is all part of an infrastructure. By simply asking the right questions at the right times, you can eliminate all the horrific errors that will cost you 1000s, if not 10s of 1000s of dollars to correct, because that’s what it is. Now, we haven’t seen that before. Because the again, you have the advantage of coming in now with the industry has had traction for the last three years. So we now have secondary market. And those who want to hop into it are realizing Holy mackerel, the way I did it. I got to redo it all over again. It’s got to get redone because it wasn’t that That’s right. But that is where you get an advantage of making sure that it’s done correctly. Secondary Market is here. $100 investor can actually trade you know, exciting that is that is for add enough, you think it’s exciting. I am I know Kiran and dealing I know you I did amazingly pump.

 

37:42

Oh absolutely.

 

37:42

I am bravely I’ve been in this journey for 11 years, 11 years, I got excited 11 years ago, when the JOBS Act was getting introduced before it became into our when I heard David Weild speak about democratizing of capital and what the attributes would be job creation, ownership to owners, and providing liquidity to invest in provide the ability for everyday Americans to invest. All of that is now possible in the last leg, secondary market. And the only way that’s possible, is if you align all the pieces, and not every ATS is for your security. Right?

 

38:21

Right. Exactly. And you know, many people think that the JOBS Act is about raising capital by democratizing, that’s only one half of it. The more exciting part is that, so what do you do with all this? So then that is that, you know, how do you create the liquidity? And you know, but one of the important points you mentioned Oscar, and you know, I don’t think people should forget is that just because it’s $100 investor, it doesn’t mean no people can relax how they deal with that trade or that investor or the shareholder, it still has to be compliant. But it has to be highly efficient, right? Without that the whole infrastructure doesn’t work. Like we

 

39:01

agreed it. It’s the ATS, and all that is stringent, I think, look, I’m going to come back to the ATS side, unsure every person that’s listening in now, yeah, we’ve been hearing this, we hear all these announcements, but the secondary market so why is this so special? Like you, we were all mystified that, you know, as as different providers out there, and I’m not going to pick on them because it would be unfair, because that’s not what I’m trying to do. But again, if you don’t ask the right questions, nobody’s telling you. What was the right question to ask. Excuse me. Mr. ATS. Do you have a license for digital securities? Yes. Okay. Good. Excuse me, sir. Do you have a license for RegA? all fantastic. Excuse me, sir. Do you have a license for retail investors? Good. And as it turns out, in the United States, there’s only one so far and that it’s it’s only one right now and there’ll be more to come, but the important thing is be done. The FINRA has now approved one, and rest assured there will be more coming. And that’s good news for all of us. For everyone out there, there will be more coming. And that’s the most important thing where every day, every person can trade. And here is the wonderful thing about an ATS, that all of you need to be aware of. So while you’re doing your primary capital raise, and you could only target maybe Americans, if that’s as far as you’re going, maybe you’re a Canadian company, and you can sell to Canadians because of our laws. Well guess what the secondary market allows you to have those shares sold to anyone in the world isn’t that amazing? On the primary, you can, but on the secondary you can. So there are companies who are getting requests from other countries where they normally wouldn’t sell to them. Now they’re getting ready for secondary and letting them know, yes, we do have shows available on secondary market. And it’s great you stay, you stay as a privately held company, your cap table needs to be updated real time, your transformation needs to be part of that. So those are the regulatory elements for it to work. So you need a registered ATS, you need a registered sec country, again, any needs to be directly connected to your cap table, so you know what’s going on. And of course, the investors portfolio. So this is the loop of end to end that you now need to be prepared to go out there. It’s not just enough now having the lawyer, the auditor, the broker dealer, and I’m done. No, that’s just getting it started, like putting the wind together igniting it, then there’s going to be people like Andrew Corn and Chris Berg, and lighting it up with Jason Fishman, and voila, you’ve got a great fire going on. And everybody’s coming to the party at your site. And now you’ve got 20 30,000 35,000 shareholders, not all of them are going to bail on you. That’s not what secondary market is. I know. I don’t want that people can know. In fact, most people don’t. But what if they had to, they were provided a liquid security. And now you have that secondary market. But the only way it works, so you’re not interrupted. So imagine this for a moment. Imagine that every one of your shareholders is giving you a phone call, no, no phone call, I apologize, sending you an email. Hi, john, I want to sell five of my shares, hey, john, I need to sell some of my shares. Hey, john, somebody in my family, died, I need to sell my Hello, john, I need to do this. And now you will never have to deal with that. All of that is taken care of for you. You don’t even need to see who is selling, you can actually log in you and your team, your board of directors should be able to log in and view that that is what you need to be looking at. Because rest assured that if you’re not thinking of offering secondary market to your holders, I guarantee you the following 30% of your shareholders that you get in RegA already own a security in RegA. I promise you that. And sometimes I can even go as high as 40% I think it’ll get even drier. So why is this important to know? Because if the other company gave it to me, they’re going to be knocking on your door. Why don’t I have it? Why are you not letting me try?

 

Dr. Kiran Garimella  43:19

What are you getting around? Yeah, we are seeing where

 

43:21

the time. Exactly, exactly. So we’re it’s getting around to making it possible for everyone to to, you know, to move that but the clear indicator so what what are we telling you today? It’s different than we’ve done before before we’ve been educated on how to get ready and there’s look there’s 70 72 webinars. No, sorry, my count is off. 68 more webinars comm that will have these topics, how to get ready then legals, the audit, how to prepare research, the investor acquisition, all of that this was about high level, I’m preparing my RegA boom, boom, here’s all the things that I need. These are all the players I’m going to work with. This is how it’s going to be all glued together. Right? If that glue doesn’t come together, it delays, delays, delays, the more things you try to shove into this process that you’re bringing from somewhere else, it could delay things even further. Right? It could, I’m not saying it will, but it could. But keep keep this in your back of your mind. Now. 2021 is the breakout year for RegA. And it’s the year everyone that you talk to, and you don’t mention it. You may not get which is a like your company. I’m willing to buy [uncertain]. But I didn’t see anything there about secondary market trading. Will you be offering that to shareholders? Yes or no? And if it’s no, then they’re going to go find a deal that will. So this is the equalizer that everybody’s been looking for. So Kiran, did you want to have anything else to add before we start taking some questions in the audience?

 

44:57

No, I mean, this is definitely one of the most exciting Thanks, I think and I’m just when I hear all this, I just think about, we have been entrepreneurs, right? You more than anybody else at the table, right? Oscar, and you have led companies, and I’m just thinking, how wonderful it would have been if we had access to something like this that, you know, somebody painted the whole picture and told us how to be ready. And, you know, just get all your ducks in a row and do the right thing. But we have to find by trial and error, it’s not just the other companies, but it’s just us personally. Also having faces frustrations, right, Oscar?

 

45:34

Yeah, I’m, you know, the word I’m using a lot in the ecosystem right now with everyone is were evolving, we need to evolve with you with the audience. You know, if you’re a vendor or your any provider, or anything in this space, and you keep doing the same thing, year over year, month over month, you’re not moving the needle forward, the regulators are doing it for us, the the companies that are coming forward are going to do it, because they’re going to go well, this is stale, I need something fresh and vibrant. But regrettably, the reason why sometimes you got to use this outdated things, and all that is because these are the regulatory items. So this is the clear site that most companies didn’t understand before. Why are they using that? is so ugly, it’s so disgusting, and or, you know, because it’s regulated, and therefore it’s necessary. So, Julien, yeah, no, I

 

46:23

think you guys, you know, definitely covered a lot about this, this topic, and it’s just exciting to see more and more companies, you know, leveraging this this reggae space and like you say, it’s the breakout year for RegA, so on with the questions, right.

 

46:39

Yeah, on for the questions. And it’s, it’s really, really, really exciting. So listen, I we got somebody up there with a hand up. So we’re gonna bring in Trung, in here to and for anybody else. That’s got questions. Come on in, please. There we go. Trung you’re on?

 

46:56

Hey, guys, how’s it going?

 

46:57

Good. Good. I have a question about the the ATS. You guys just mentioned that. How do you? How do you manage the the actual share price on the secondary market? Is it like, regular exchange? Or can you can you set the share price like in the regular offering where it’s fixed for 12 months? And you have the ability to increase or decrease it by 20%?

 

47:20

Wow, good, good, tough question. I love trying. But I thank you for the question. So as far as how does an ATS work different than any changes, probably the where we should start with, they’re both different. So it’s not real time, it’s a bid and ask. And as far as pricing and all that you will work with the ATS to protect you. So this is a very, that relationship between an ATS and the issuer is hand in hand. So when you work with reality, in this case, this is the secondary ATS out there. And you work with Shari, and Joel and Ryan and the team, they will coordinate with you and what your expectation to make sure that nobody goes in there and says, You know, I bought these shares for, you know, for $1. And it’s going for 20, you know what, I’ll discount the heck out of it on something for five, and I’m okay, they’re there to make sure that these things don’t happen, and they wouldn’t. So you’re more in control of it as well. They also recognize that you’re doing capital raising, so while your capital raising your ATS turns off. So this is a very different relationship than the exchange Kiran, I know, you’ve been working with Rialto with a number of items. But did you want to put some light into that?

 

48:33

Yeah, it’s basically, you know, it has all of the traditional things that you think about in the secondary market, and a lot of flexibility also. But if you’re coming from a public markets, infrastructure, you shouldn’t be thinking about it like that necessarily, at this stage, right? You know, this is a flexibility that people, you know, want to be able to say, Hey, I have shares to sell, and how do I do that, and we have a seamless integration with Rialto as a good example, where people can come in either through our platform and then hit the trade button and things can happen from there on. So any restrictions, any special constraints that are allowed by regulation or company law that the issuers get, you know, can put in and make happen? All of the things are going to be contractually, you know, programmed in. So you know, both parties can, you know, make sure, so it’s a very, very seamless process,

 

49:25

and Trung or the other thing I was gonna mention for you, on the 29th of January at 11:30am. We do have a webinar with this one CEO and co founder Shari Noonan and Andrew Stephenson from CrowdCheck. I will make sure that that’s one of the questions they address for you as well. So I do apologize, we may not have and I certainly don’t want to put our we’re not a registered ATS and I don’t want to mislead any of you, but we will make that connection. All right, Joshua, I see you lay your hand up there, my friend. We will let you ask away.

 

Oscar Jofre  50:01

You need to unmute yourself there, Joshua. Okay, so hold on, you hear me? Yeah. Okay, there you are.

 

50:14

Alright, sorry about that. Um, so I’m, I don’t want to assume anything. Um, when so if if, like my company’s publicly traded chip trades in the OTC Markets, and for that technology partner when they have, and I’m assuming you guys provide this as well, but when they when they provide that investment platform? So there’s two parts of this question number one does, typically, companies will also have my stocks trading at $1, let’s say in the open market, I would want to price my offering probably as a discount to the market, but yet they’re free trading shares. So how does that get handled as a D wack eligible? Where the the investment platform then just to electronic share transfer transfers the shares over to the the shareholders account? And then they deposit it? Or how do they send out paper certs? How does that work? And and then can The company also offer shares like my company offered these shares to our current shareholders? Or do they like through our, I guess the subscription documents that we would have would be updated for the new offering? But then we can we do it over the phone? Or do they have to email and then send an email? Or do they have to all go through that portal?

 

51:40

Lots of good questions there, Joshua. Okay. So let’s get started. So publicly traded companies, yes, of course, you can use RegA. As far as pricing, that’s a price discovery there you choose, there is no paper certs, everything’s e cert. And obviously, as with your transfer agent, of course, on file, you will, you will need to use the existing transfer agent you out there. So that that transfer agent would be provided a file that you would upload, and provide the the investors the access to their accounts real time. So this becomes a liquid asset immediately upon arrival in the hands of the holder. So you would need to coordinate that with your broker dealer. We’ve seen RegA offerings by publicly traded companies where what they do is for a segment of period of time they raise money, and they close it off. And then that way, nobody’s trading ahead of time. So now as far as you know, agreements, and all that the the investment button covers all that, that it would, it will have a subscription agreement, and all of that to for the investors to subscribe to along with how they’re going to pay for that security. So there’s no manual administration on your end. So you already have the prerequisites, obviously, you have a transfer agent, which will be the one that will still be the same one. And then you have already public a vehicle where these securities can trade. So basically, the only elements you would need would be a lawyer to draft the documentation for you Your auditing, which you already currently doing. So in many ways you can get up and going fairly quickly. And the amount of integration from your end is pretty miniscule, because most of the the transfer agents you’re dealing with will take the information in a certain format that can automatically populated into the records of a publicly traded company. So it’s a very straightforward process for publicly traded companies. Obviously, for private heavy held companies, our journeys a little bit different. It’s different because we don’t trade on a public market. The ATS is not a publicly traded share. It does allow for public for public trading. And it keeps us private, therefore, we don’t have the same compliance requirements that companies do with OTC. There is going to be a new emergence in the market with research and price discovery, but we’re just getting started. So I see Joshua’s got another question here. There you go, sir.

 

54:13

Yeah, just a quick follow up, just typically. So you guys, have you guys ever worked with any OTC companies or publicly traded companies? And do you know, typically? Is that what they do? Because if you offer it, I would assume if you offer shares at a discount, it gives people an incentive right to put money directly into the company as opposed to parts to this one. Is it typically that people offer a discount to the market? And then do they want to put some type of restriction on it? Or what do you typically find? What what what do I guess what’s the norm?

 

54:46

I’m hearing Oh, yeah, yeah. Yeah, good question. There’s no norm, but it’s a good question. So number one, can you incentivize investors in RegA, definitely 100% that is one of the beauties of regulation is that you can give them gifts you can give them bonus shares. And so in this case, you want to discount it. We’ve seen that firsthand, where, you know, some of our clients have done that. So when you’re structuring the deal, Joshua, the key element here is having a lawyer that’s done enough of these right guys. So sometimes the lawyer you have is a great corporate securities lawyer, but you need somebody does RegA day in and day out. There are, you know, giving an example. This is just an example there are self employed. But our ecosystem between the lawyers that we have here, they’ve done 98% of all the RegA deals in the United States. So you’re dealing with people that do day in and day out, they deal with publicly traded companies. OTC, it is a little different. Yes, you can put restrictions you can say, Okay, look, it’s got a four month old, and then it trades you can do that you can make them voting non voting. You can, you can be so creative. And you can still incentivize them even more. So nothing. You’re incentivizing them with price. You can even incentivize me, let’s say your company’s products and you you sell herbal products, let’s say vitamin pills. Well, you can give away vitamin pills for every investment they made. So it’s very creative that way. All right, Gary, are you have a question?

 

56:16

Yes, I’m a Canadian issuer. And I’m a bit confused. You spoke to at the very beginning, you talked about you need a Canadian USA lawyer, if you’re filing the form one a. But then afterwards, you talked about that you could only really qualify this in the United States other than the secondary market. Can you not wrap it in Canada? If If with is there international trees where you can wrap it in Canada?

 

56:41

a great question, Gary. So full disclosure, everyone, I’m a Canadian. Don’t hold that against me. So and Julien, of course, we’re both Canadian. So we listen, we love Canada. In fact, I we’re doing a RegA ourselves. 2021 It hurts me dearly, to do to to put it this way bad. Being a Canadian company. And doing a RegA it’s exciting, except for offering it to Canadian investors is not doable, other than you can do the following. People call it a wrapper, but it’s the most ugliest wrapper, you will be stuck in what I call hell, if you go for it, which is where you offer the securities under the offering memorandum exemption in Canada, which allows investors to invest certain limits, depending on you know, whether they’re an ordinary eligible investor. And they have limit, but more importantly, where they’re going to get mad. Is this. The Americans who bought shares in that offering? can trade the Canadians can’t? So the offering memorandum locks them in, they cannot do any secondary market trading. So where can the Canadians buy the shares? On the secondary market after you’re done you’re offering? So we are skipping Canada, we are selling in every other country in the world except Canada, because we are Canadian. Now, do you want to hear something funny, Gary, this is the funny part. For all the Americans that are here. You can sell to Canadians. You can sell to Canadian investors. It’s not a problem. You you’re able to do it, but it’s a Canadian company we can’t. It is I know, all of us are given all the shake. It sounds bizarre, and some lawyers will even recommend that you stay away from Canada. And you know, even though you’re an American company, don’t bother because it could be messy. It can be but again, people invest in $100, as long as you’re being fully compliant. And all that regulators haven’t really done anything major with anyone to shut it down. So it’s been you know, it’s been great. And what I will say is this, that this is not to discourage Canadian companies from using the regulations is to get you to hopefully understand that it’s just a little bit different the way we can use it, versus an American company that would use it in the path. Now out to your earlier question, starting with lawyers, yes, you do need two lawyers, so your Canadian lawyer will play the bookkeeper of your books. Okay, Gary. So what they will do is what the US lawyer will not have is the Book of Records, meaning they need to know that your know you’re incorporated and, and obviously your Canadian lawyer would have all that and attest to it. Therefore, the US lawyer can include that as far as part of the form one, that is the only role that Canadian lawyer place in this scenario. And it’s very cost effective. It shouldn’t cost you too much money with your lawyers, they because the role is miniscule. The form 1A could only be done, either the US lawyer in the US. So hopefully that brings. Are there any other questions? And I hope I answered your question, Gary. If you If we haven’t, you can always email us and happy to connect with you and answer any more your questions there.

 

1:00:07

Any other questions? Okay, so I’m gonna, I’m gonna ignore the question. I’m going to just again, re bring everybody to, to overview, forget about KoreConX for a moment. Okay, so I do apologize, if you thought it was asked, you know, if you know me at all, everything that we do at the core summits about education, we want to make sure that you go in and you know, the questions to ask, hold us all accountable to it, you know, what, but these are the things were letting you know that you need. And, and by knowing that you have a roadmap, a roadmap that you can point out, and you can say, I got it, I got it, I got it, I got it, and you’re managing your offering. So you can measure, you can you’re managing it for success, not for failure, okay, managing it for success. And we’ve seen good examples of that, you know, we’ve seen good CEOs that have a great map out and they show you slides, they know who the players are, who’s going to do what how it’s going to go correlate. And that’s good. You’ve got a clear vision of how it’s all going to work. And that’s, and this is, that’s what makes RegA so exciting. It’s a crowd, it’s a team sport. And you need to get used to working with a lot of people. Don’t be shocked that while your journey is going on, you will be in a meeting with 20-25 different people in room, and each of them are there for you. So I thank you so much today for being with us listening to this, we will share all the information with you. Obviously, we have lots of great information on RegA, we will have a microsite coming out. Julian will forward it to everybody what RegA is end to end, you can take the notes, you know, so you as you’re talking to the providers that are going to assist you that you can then follow it along. Should you have any questions we’re easy to reach. But for now, I just want to say thank you so much for all of you being here this afternoon, gentlemen. Absolutely. Thank

 

Dr. Kiran Garimella  1:02:05

you guys. So very exciting place to be

 

Oscar Jofre  1:02:08

with the Tampa Bay. Don’t forget the Super Bowls and Tampa Bay. buccaneers are the first time alright everyone have a great Tuesday afternoon and hope to see you on Thursday. I’ve been

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