RegCF, RegA+ ARE LIVE

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.

Etan Butler

Chairman

Dalmore Group

Etan Butler

Chairman

Etan Butler is Chairman of Dalmore Group, a FINRA registered national Broker Dealer Investment Bank, founded in 2005. Dalmore provides a full range of investment banking services, and specializes in assisting companies that seek to raise investment capital from individual investors through the SEC’s Regulation D, Regulation A+ and Regulation CF. Dalmore is among the most active Broker Dealers in the world for Regulation A+ offerings, having served as Broker Dealer on more than 60 such offerings in the past 12 months – including some of the most successful Regulation A+ offerings in history. Mr. Butler and Dalmore Group also provide business planning, development, and capital introduction services to public and private companies in a range of industries, and have participated in various capacities in significant investment, development, and other structured transactions. Over the course of their 15 years of investment banking activity, Mr. Butler and his team have been involved in the development of cutting edge and regulatory compliant approaches for the management of business development and the oversight of complex due diligence activities in the heavily regulated area of U.S. and multinational transactions. Mr. Butler is also President of EMB Capital, LLC, which invests in early stage ventures with a focus on real estate acquisition and financial services. Mr. Butler is a graduate of the Yeshiva University's Sy Syms School of Business. He is married with three children, and lives in New York.

Michelle Thimesch

CEO

Crowdfund Mainstreet

Michelle Thimesch

CEO

Michelle Thimesch is a business and securities lawyer. In late 2018, she launched Crowdfund Mainstreet and serves as its CEO. Crowdfund Mainstreet is an Investment Crowdfunding platform reserved for prosocial entrepreneurs. Prosocial entrepreneurs are folks that have positive social impact baked into their mission. Often these companies are called Triple Bottom Line companies. In addition to profits, they also focus on the impact they have on people and the planet. Michelle has been a real estate and small business investor since 2007. Much of what she has learned about investing in creative ways has come from this experience. Michelle is a strong advocate for self-determination through entrepreneurship and diversified investments. She believes that we can live the changes we want to see in the world. By investing directly in companies that are making positive change, we walk our talk.

Oscar Jofre  00:33

All right, well, good afternoon, everyone, and welcome to that monumental day 15th of March 2021. My name is Oscar Jofre. And this is the day we’ve been waiting for that I’ve been telling everyone about the KoreConX KoreSummit webinar that brings it all alive. That’s why today is the official date that we go live, we’re raising up to $5 million for companies using regulation CF, and $75 million for Regulation A plus. And today, we have two great panelists that we’re gonna, because some news up there, some interesting little bumps. What news wouldn’t have bumps out there that we wouldn’t need to address? So, but it’s still a wonderful day for all of us, the platforms that broker-dealers, and of course, the entrepreneurs out there who are eagerly listening to this today, I’m going to let them introduce themselves before we dive into the topic at hand, which is pretty self explanatory. But nevertheless, ladies first, Michelle, please take a moment and introduce yourself.

Michelle Thimesch  01:43

Sure. Hi, everyone. Thank you for being here. My name is Michelle Thimesch. I am a business and securities attorney. I’ve worked with small businesses over the last two decades to find funding for the funding that they need from investors. When regulation crowdfunding became legal in 2016, I decided to launch a platform. I took me a couple years to wind down my own law practice and do that. But I eventually launched Crowdfund Mainstreet, which is an investment crowdfunding platform, our unique take on things is that we are very much about pro social enterprise. We like to work with entrepreneurs who are using business as a force for good in the world.

Oscar Jofre  02:32

Wow. This would be the first time a lawyer has left. This is good. That in itself is a good hour.

Michelle Thimesch  02:40

Right? And the reason that we won’t even get into right No, no.

Oscar Jofre  02:46

I don’t think I’ve heard about like that, of course. And Mr. Butler, please. 

Michelle Thimesch  02:52

Yes, so Etan Butler. Here I am the chairman at Dalmore Group. We are a FINRA and SEC registered broker-dealer investment bank. We are headquartered in New York and an active and licensed in all 50 states we were founded in 2005. And over the last year and a half, two years or so we’ve become, I believe the most active broker-dealer in the country for Regulation A, we now have on boarded over over 100 reg A offerings. A growing number of our offerings have become now amongst the most successful reg A offerings in history, meaning that they’ve raised their full Max offering amounts and have either gone public or or have launched another secondary reg A. Over the last two years or so we have observed what has worked well and not so well for our issuers. And we share that knowledge with first time entrepreneurs who are considering launching a reg A with CF at 1,070,000. We weren’t too focused on it. But over the last number of months, with the understanding that it was going to 5 million, we recognize that it’s going to be a natural first base for many of our reg A issuers and we we got very involved. What differentiates us from a number of the other approaches to reg A and REG CF is that we are not structured as a marketplace. We set our issuers up with their own independent landing page, their own offering page, it’s not linked to any others. We try to do that at a fraction of the cost, so that the issuer could be the sole beneficiary of their own marketing and promotional efforts, where they could direct their institutions, friends and family press and media directly to their own page where they can be the only game in town. So that’s what we’ve been focused on. I’ve done a number of these with you Oscar. And it’s always great to be here. And and Michelle, it’s nice to share the stage with you as well.

Oscar Jofre  05:05

Thank you. Perfect. So there you go, that’s kind of sets the stage, we’re gonna have a really interesting conversation here regarding reg CF, because Etan kind of laid it out. There it is, the Pandora’s box is open. The broker-dealers are in, look at that the broker-dealers are coming. So this is a an interesting discussion for everyone. Because up until now, the perception was that the only place where you could raise your money is at a funding portal. And now there’s another option, it’s not for everyone. But at least now companies have two different locations. But let’s talk about the regulation. At first, obviously, $5 million, is what you can raise. So I’m going to go to you first, you know, Michelle, just give us high level points of the regulation from the amendments point of view, that are really important for people to capture here so they can understand the significance of it.

Michelle Thimesch  06:03

Sure, sure. A lot of the excitement was around the raise up to the 5 million, so it went from 1.07 million to 5 million that you can now raise. The other really important key was that investment caps for accredited investors no longer apply. So accredited investors are free to invest as much as they like. And even for the retail investors, the non accredited investors, the formula has changed so that now anyone making over under 107, or net worth under 107 can invest the greater of $2,200 or 5% of the higher of net worth, or income. And that would that’s a flip. So before that today, that was the lower number. And it really did make a difference. I noticed we noticed on our platform that the those limitations were significant. Even on the retail investor side, we had, for example, an investor wanting to invest $360,000, his cap was 18. So we know that these rules are going to be huge. One of the other things that our clients were really interested in was the new testing the waters rule that allows companies to solicit interest prior to filing the form C that’s new, of course, the use of special purpose vehicles. That’s a big deal, particularly now that we have the the increase, there’s also quite a few people taking advantage smaller issuers taking advantage of the temporary relief measures that allow companies to raise up to 250,000 without the need for reviewed financials. Um, and then the only other thing that our you know, the communications have loosened just a little bit, it’s still pretty tricky what you can say what you can’t say, when doing a regulation crowdfunding offering. But they did go ahead and add the ability to add the percentage of goal when you’re doing those tombstone terms communications.

Oscar Jofre  08:17

Well, that was a nice little, giving it a good recap, you know, we often forget about the fact that the accredited investor had a cap all these years, we’ve kind of, we don’t talk about it much. But it’s pretty significant. If you think about it, that you lift the limit to 5 million, and now the accredited investor has also been their cap’s been removed. And but there is one pretty significant point that needs to come across. And Etan you now you’re dealing with it right now. So why don’t I let you be the bear? Right? fantastic news.

Michelle Thimesch  08:54

I have a feeling of what you’re talking about. Oh, well look. at us, when you make an assumption, you I’ve always learned that you make a-S-S out of you and me. That’s how it’s spelled the assumption amongst all of us, myself included. And all of the major funding portals and smaller funding portals and securities attorneys in the space and law firms and securities juries in the space in this rapidly evolving regulatory framework that we find ourselves in. That’s so exciting was that one of the benefits? Well, first one of the benefits of a CF, especially if it’s a if it’s a 5 million, is that you can get to market a lot quicker and you can get to market a lot. A lot more cost effectively, right? Because you don’t need to hire a securities attorney to draft the One A which is expensive. You don’t need to have the audited financials in place. You don’t need to go through a multi month process to be able to get qualified and then for FINRA to issue a no objection letter. CF. The beauty is you could get them market in a matter of weeks, as opposed to a matter of multiple months at a fraction of the cost. And the assumption was that with the increase of CF of 1.07 to five, that you wouldn’t need an audit, right? Because you didn’t need an audit for 1.07. And the assumption was that, you know, great you were, it was bumped up to 5 million, and rock and roll, march 15. Let’s, let’s get it going. So  we and many other portals, were drafting our agreements, at 5 million everyone was signing and everyone was like lining up to launch a $5 million offering without audited financials. You know, reviewed financials, of course, for March 15. And then comes the be the bomb got dropped, which was which started off I believe on a FINRA or an SEC kind of webinar. And then it was a rumor, and then it was a text and then it was a massive confusion. I know I was on I was texting late at night with my friends at Republic and WeFunder and start engine of course, of course Oscar and other attorneys that you know, what you were actually going to issue first time issues are actually going to need audited financials, if they want to raise more than $1.07 million for a CF, it’s still an incredible thing, it just just means that we have to go back and say, okay, issuer, you need to change your offering back to 1.0 7 million, kind of like what we were doing in anticipation of it going up to 5 million, and then launch at 1.07 with your reviewed financials. And then if you choose to raise beyond 1.07 up to 5 million, you’re going to have to get an audit in order to kind of make the amendment to the form C. So, a little bit aggravating and annoying and a bit of a surprise for many of the issuers and all of us who are preparing for it, but it is what it is, you know if that’s the worst thing I think we’re all doing great, right but but but it is it is new, it is new, and it is significant. And and but it’s like anything else is something that we’re gonna have to deal with. But it shouldn’t get in the way of the fact that there’s a basically a 5x on how much you can raise and CF which is spectacular. That is incredible, right and it was a three to two vote right? We kind of just got there at the SEC Oh, this wasn’t like a five and oh, this was like this was a you know,

Etan Butler  12:21

this could have been even gone either way.

Michelle Thimesch  12:25

So you need an audit, right? So it’s still a lot more cost effective. You don’t need a you know, you don’t need the One A you don’t need the FINRA no objection letter. But you do need very certainly you do need that audited financials, which which is great news for the auditors but it’s another expense for the issuers and that’s and that’s the new news that Oscar was referring to there we’re all kind of going through right now.

Oscar Jofre  12:54

We are and I will say that companies that were planning on doing five all of this whole said no, it doesn’t go for the one and you can actually indicate in your documentation that if and when the 5 million is available, you may or may not pursue it so I don’t think I get the one question ball can you do an audit while you’re raising money of course you can nothing stopping you there are two independent action. Audit is up from a timeframe you raising capital is totally different and I don’t think if you got some momentum happening right now go for it. I don’t think anybody should hold their objectives purely because of this. Because the reality is let’s face it, it’s $5 million I you know, a lot of us kind of set back and I you know, I’ll be I was shocked but I wasn’t terribly shocked. It’s so it didn’t cut me way off guard. I was looking for solutions I was looking for I was reaching out to auditors that would take on clients. First of all at this stage in the game usually auditors people don’t know the game I mean most of them are busy at this time of year full out doing public companies they like to take a April off to do relax a bit and then come back all over again right to do the quarterly so but but as Etan said, it’s not a deal breaker at all in my point I think he nailed it it’s a five times like what we had before you I don’t think you’re it you know spending audited financial statement for the ability for you to raise $5 million and by the way, if you were doing a reg D or reg A, you would have done it anyway. You were you were heading in that path. And anyway, it there was no way of escaping it. And this path so I think it’s you’re right, it cutting you off surprise, but everybody’s doing extremely well with it, which is very interesting, you know, meaning they’re being adaptive. ain’t gone rolling, but then just say, oh, good can all start with a million now and boom, started going. So. Okay, we’ll come back to obviously people will have lots of questions in that because there’s still brewing out there people thinking, Oh, no, no, it’s still no, no, you’re not mistaken. No, like, if you’re really curious, I’m going to put it in a tweet, the actual rule. You can all read it. The rule is pretty clear on this one, as Etan said, it just, it just got missed by some people. So it happens with 700 pages in front of you. It’s, you know, it’s kind of hard to, you know, we can all finger point at it. But it’s, it is what it is it the end of the day.

Michelle Thimesch  15:43

And it makes sense that we all thought that because of the way it works for the 107. You know, the one point Yes, first time issuers can raise that much. Whereas second time issuers, you’re, you know, you stop at five. So it was it was reasonable that first time issuers at least would be able to raise the full 5 million. But yeah, it’s a good thing. They didn’t have all of our faces on that webinar, because when the announced about on the webinar, I, a lot of people, I think we’re jaws dropped at that interpretation. So

Oscar Jofre  16:25

well, it’s, it’s there, we we do our as I said, and as Etan said, This is no reason to hold your offering. And there’s no reason to delay it. While you’re raising money, you can be doing your audit, and the money that you’re getting could be used towards your audit. I mean, it’s We saw this in people we’re doing reg CF to do reg As, right. I mean, how many clients that we see doing half a million dollars purely to do a reg A so you’re doing a reg CF to get to the bigger reg CF? Yeah, I mean, it’s, there’s no, nothing wrong with that. And you won’t lose any momentum with it at all. Because every audience that you get, it’s your so you can bring them back in. And, yeah, so I wouldn’t bring one item of reg CF that I’m, I obviously get some opinions on it. But I’m really curious to hear yours, where you see the value in this. So go with you, Michelle, for testing the waters. So tell me why you in your perception of it and why you think that would be good for companies?

Michelle Thimesch  17:32

Yeah, I mean, I, I have mixed feelings about this actually myself, I think it can be it can be useful. I think that the platforms that are going to just allow anybody to come on and test the waters might not be a true representation of everything that’s involved. For example, on our platform, we end up doing a lot of hand holding, we do a lot of education and coaching. Because, you know, regulation, crowdfunding, like any other type of fundraising is it’s part art part science, right. And I think it can be, it’s great that you don’t have to tell someone you have to file your form C before you can say anything that is actually going to be I know for our clients, that is actually going to be a good thing to be able to test the waters to be able to get out there. I think the most important thing is the the reality check that this is what it takes to be successful with REG CF, you kind of have to find your groove and get into it. And it’s not necessarily a bad thing that people are able to test that out before they invest in, you know, getting the, the, the process the form S filed. Although we are seeing more people who just want to get out a little bit ahead. They already know they’re doing this. And they just want to use it to start pre marketing.

Oscar Jofre  19:01

Here. Here’s something I’m thinking out loud. When I’ll say I’ll ask Etan. What do you think of this? I mean, so what is wrong with saying I’m testing the waters for five, and I’m putting in a form C to raise 1 million. I mean, it like I’m wondering, I mean, during the time, you’re because you’re testing the water, because you may at that point file your form C and you got to get your audited financial statements. So there’s, there’s a there’s a legal mechanism for the companies still attract the investor base while they’re doing the work in the backend, right?

Michelle Thimesch  19:34

I guess but, you know, at the end of the day, you’re looking for some assurance that people care about what you’re doing and there’s some type of likelihood that they’re, it’s just giving you a little bit of confidence, right, that’s testing the waters. I also Michelle have mixed feelings about it. Because people aren’t don’t feel obligated to put their email and number And name and amount that they might invest in something online. If they’re not actually buying something. They don’t, they’re gonna bail. That’s a reality. And with all the offerings that we’ve done, occasionally, there’s a testing the water campaign, it kind of leads to frustration because you’re spending money. It’s a good point about spending money, your marketing in any way, you’re getting the word out there. So it’s not a complete loss, I guess. But Oscar, our friend, Andy Corn gave the analogy, if you meet somebody at a bar, and you say, Hey, how’s it going? Great. How’s it going, Hey, you want to get out of here and go hang out? And they say, Yeah, sure. Oh, actually, way they’re here. I’m just testing the waters. I’ll be back in I’ll be back in a month from now. And it’s like, it’s kind of like where it is like you got to that point. But, you know, you’re kind of you know, and so I’ve seen more frustration, frankly, in testing waters. I think there’s room for it to evolve. I think there, we just haven’t figured it out yet. I think there’s a way, it’s going to require some more experience and some more thought, and coordination. But there’s got to be a way to really get value and get the information that you need, maybe from the utilization of certain heat maps that measure people, recording people going to sites and where they’re looking, it just more sophistication is needed. It’s a great tool, we just haven’t yet fully figured out how to unlock its real value. Right. And once we do, I think more people are going to use it right. So but but it is a positive thing. What I think what I see though, with all of our involvement in the on the reg A side, is that people are simply using reg CF as a testing the water. For a reg A, it’s like, yeah, testing the water, you got, you’re testing the water, you’re raising money, it’s not a big investment to get a reg A up and going, right, it’s weeks instead of months, it’s way less, less expensive. So it’s kind of like you’re testing the waters for a much bigger raise. But you’re also able to actually get, you know, not just get some, you know, convince someone to leave their information to get back to them when you’re alive. But they can actually follow through and invest in the offering in the form of a reg CF instead of the A. So it’s it’s evolving. These are all brand new types of things are kind of, you know, it’s where it’s where regulation meets innovation meets technology meets marketing, right, and it’s literally we’re the first ones doing this and having these discussions. So I think, you know, I think we’ll figure it out as we get a little smarter here.

Oscar Jofre  22:19

Yeah, it’s, I always discourage anybody from it. I’ve never understood it. I’ve you go through all this cost and expenditure to test, and then you get a positive result. And then you’re relying on that result to come back six months later, nine months later? Because what are you talking about? It’s going to take 30 days? Yeah, in your dreams? Maybe. But the reality is that we don’t know what could be behind. I mean, the SEC could take another three months. And they could ask you questions. And that’s the gamble. This is the I think what people are looking at it is I’ll test the water for 30 days. And 30 days later, I’m going to get my and it’s gonna all pan out. And the variable that I throw into, the wrench is, what if they don’t respond in 30 days? What if they give you more questions, and it’s now 60 days, because I’ve seen clients for two and a half years. So all of that after 30 days, it’s gone, it’s wasted. So I do agree with you it’s on there, testing the waters has nothing to do with collecting the data. That’s my perception. I don’t see it as that there is a bigger play here and it has a it is it has to be geo based. It’s part of geo, and it’s part of specific Geo. That’s the real key. Because clearly, the message resonated well with whoever it is. And two times point they came, but they’re not going to give you their real stop. If you’re not, you know, you got me all excited for nothing. But now you know, geo where they came from. And that geo component could be the key where others are so fixated on trying to collect names and email addresses. You’re just going to get a junkyard, right? Yeah. Because there’s no there’s no reason for me to tell you the truth. And I’m whatsoever right? It a could go either way. So that was rather interesting on there. Let me pose another question then. And I’ll start with you Etan because I think for you in your direct CF. So let’s talk about your direct CFX first, because it’s going to be very different the way you’re approaching it. First of all, you touched on it at the beginning. You’re not a funding portal. What you’re providing is a landing page. You’re you are managing and controlling on behalf of the company. Right? And it looks like a reg A but it’s an actual reg CF. But now with the accredited investor coming in, how do you see that materializing in reg CF for you guys.

Michelle Thimesch  25:01

Well, again, our model really has been in the reason why we’re so active in reg A and becoming more and more active on CF is that we we untethered the issuer from some of the constraints of a marketplace oriented approach towards crowdfunding, where we set up the issuer with their own independent landing page, their own dedicated domain, where so that they can be the sole beneficiary of their own marketing and promotional efforts, which works really well for some, some issuers, you know, issuers who are very sensitive about their customers, their their investors information, or their their users, or subscribers or fan for, etc. You know, you kind of you give up the potential upside of listing on a on a platform that might have hundreds of 1000s of potential investors, but they also may have 150 other competing offerings that are way more sexy than yours, right. So so our approach works for some and for others, they, you know, the assurance or the hope of being able to get picked up by by simply listing on another platform is could be more alluring. I think the idea of lifting the cap for accredited investors is very interesting. And it’s going to become more interesting. And the reason why is has a lot to do with the overall approach towards using these different regulations, sometimes in conjunction with other ones. So for instance, you see a lot of folks who are combining issuers who are combining launching a reg CF and also a reg D. The thinking behind that is that let me create two different doors into my company with different terms. One is designed for the $500 Investor, who is targeted on Facebook and wants to put you know, put a put an investment in my company on a credit card, right. And perks and perhaps Perhaps a higher valuation. That’s just that’s the reality, that’s what we’re seeing at least. And which might not be that appealing to a more sophisticated or an investor or an institutional investor. So they launch a reg D with different terms. And, and they hope to use the reg D to go knock on doors, the old fashioned way to get people to invest bigger check sizes, from institutions from accredited investors. That’s not ultimately unlocking the true value of democratizing access to investments. Ultimately, it should be the little guy in the big guy are, are at the same place, right? Not, not the mom and pop doesn’t care about the valuation or doesn’t understand valuation. So let’s give him you know, a decent deal. But let’s give the institutions who are going to look at comps and look and really explore this and challenge us on this, you know, another avenue to get in and give them better terms. Something about that, while it’s legal, right, you see it being done is not ultimately where I think this should be going. Where I where I think ultimately this is going is giving the average Joe like us the ability to invest alongside VCs and institutions at the same valuation at the same terms, we’re seeing that for a great example of that is one of our clients gauge cannabis that recently raised $50 million in a reg A of which over $20 million came from institution, same valuation, same terms as the smaller guy. You know, that’s, that’s where this is going. And I think that by, by, by extending that invitation for accredited investors to invest as much as they want, in a reg CF, is going to is going to change the dynamics of how the CF is being utilized. So that bigger investors could participate. And that’s going to be very beneficial for for some of the smaller investors from some of the non accredited investors to have the confidence to say, look, if if, if a institution or a significant investment from a, from a group of accredited investors came in at these terms, I’m not the first one and they you know, they it gives me a greater level of comfort if I see an institution that’s that’s done their diligence and in the deal if I’m, if I’m a non accredited investor, and I think that’s the direction this is going, and we’re not going to see it immediately. But I think ultimately, we’re gonna we’re gonna see more of that.

Oscar Jofre  29:24

Yeah, that’s, that’s interesting. And Michelle, obviously, you’re running a funding portal. So obviously, the whole attraction was the non accredited now the accredited is going to come in. Hopefully, you’ll come in obviously, are you going to be targeting the accredited? Is the messaging going to be going? Or is it still going to be very generalized to the general public or what? How do you see that panning out for you?

Michelle Thimesch  29:47

I think it’s true kind of across the space we definitely have seen more activity from accredited investors than non accredited investors. The non accredited investors have been boxed out for so long that the education hurdle to get those people even aware of the opportunity to invest in small businesses and startups is, is more of a challenge than I really anticipated. There’s a lot more to educating. But I agree with Etan that it is, those are the most important investors. Absolutely. The democratizing of capital is what this this is all about. And leveling the playing field as much as possible. And I agree that it will evolve. But I think that that the investing side by side is a good thing for both parties. Absolutely. We actually have a investment club called Angels of Mainstreet and have everybody you know, people who are completely divested from the public market, which is extreme, all the way down to the person who’s investing the first $500, because there isn’t an income requirement to participate. So those kinds of things I think, are going to help us help the non, you know, the non accredited investors come along and become more confident in making these kinds of investments.

Oscar Jofre  31:13

Now, it’s rather interesting. I agree with both of you. And I think one thing that we’re we are noticing immediately, is one of the key indicators to the success of reg A, as Etan was alluding to, which is going to trickle down, I personally believe to reg CF, to his point, is when you got to look at real estate, and real estate is a really good indicator for everyone, because it has been the cornerstone to accredited investor, it has always been for accredited, they’ve never had a need to go outside of it. There’s enough capital there. Why go over here, you know, it’s, I can fill the well, quickly there, and so on. So when you see one of the top rated online, real estate platforms, convert to a reg A, you know, something’s changed, right? You know, their reg A has finally come home. And I attributed it to this, it, it’s not so much as Etan said, the investor investing alongside the, the little guy or anything like that, because that’s, that’s part of it. But the other part is, the accredited investor doesn’t have to go through all that data sharing that they’re required to do. But most people don’t realize they’re not just asked for their ID and AML. No, no, they want tax returns, copy of your assets, they have to knock the IRS to see if you really are who you say you are all of that. And so that’s that they don’t have to go through that anymore. They, they basically provide enough information to meet the requirement, and then we’re not done yet. And then they can be incentivized. So meaning if we put in more money, they can get gifts. I mean, I’ve had clients that have gone beer, vodka, and they’ve gotten knapsacks, I got one that’s given away parts in the movie. I mean, it can be very creative. It’s a win win. And therefore everybody who can contribute can be participating. So I think the accredited investors finally realized or the, I should say, they’re starting to realize that these deals are no different than these. And, and with COVID-19, which I believe was probably the biggest catalyst for all of us. So I do see the the the accredited investor having a major impact in 2021, in big numbers. And I think I feel bad for those companies who are doing reg D offerings, where the investors can say, Well, wait a minute, I just invested in a company where I put in 50 grand, and all I did was tick off the boxes. And I worried my money through and oh, did I mention that my securities free trading? It’s no hold. I mean, this is a really important piece right. And it’s going to lead us into reg A is that it’s a free training security. On a reg D offering, the investor is not equal to the little guy. In fact, the little guy can go catch up faster than they could. The big guy has to stay in for minimum 12 months and can only be then sold to another accredited where the little guy can sell to anyone, in fact, anywhere in the world. So it’s rather ironic that the regulator’s balance this out really nicely, so no, I’m I’m I’m extremely excited. I saw prediction today. I’ll share with you the prediction today was that reg CF will hit over a billion and that there will be more than tripled the amount of issuers and triple amount of shareholders investors, in the next 12 months, right. So and Look, I’m a numbers person, I’m data driven, like most, the numbers are pretty astonishing for REG CF. So I’ll give most of you if you didn’t see my recap, there was 1100 companies that went through it in 2020, which is fantastic. Because an increase over last year 229 of them were a million dollars. So that’s another big milestone. That’s 229 million right there, or more, just a little bit more. The average race was 308. So for anybody thinking the 5 million, it’s going to be simple. We have to go through the step stone. So but the big number is that we still haven’t hit. You know, we haven’t hit over 202 million shareholders investors in reg CF yet. So we’re still under a million. So when you got to 33 million Americans, we have quite a bit of, you know, opportunity to go to reach everyone. So this is part of it is educating the investor, what the opportunities are the companies on how to utilize it. And then of course, the two of you are registered funding portal with FINRA. And then of course, a registered FINRA broker-dealer registered with FINRA as well, which will be really exciting for companies to choose from. So I want to turn the attention now to reg A. Reg A is really, as I mentioned, it was rather interesting how we’re seeing the reg A not be this isolated regulation any further, the significant change here. It’s just purely dollar amount, and Etan, Obviously, your firm is done. As you said, 100 plus deals already. So give us a recap of the regulation and love to hear your comments on it.

Michelle Thimesch  36:44

Yeah, it’s interesting, I’ve been so focused on on reg CF, and which is a total different animal from every other regulation that we’ve been working with 16 years a lot of sensitivities, a lot of nuances. Oscars, you know, and you know, on the reg on the reg A side looked at that, it’s affected us a lot the increase to 75, perhaps more than many because we were early at this and and we’ve been fortunate to be the broker-dealer of record on a number of the most successful reg A offerings in history for the issuers that actually raised the full amount, right, the 50 million or 40 million, whatever they went for. So it’s applicable, more and more so to us. And to growing number of our issuers, the level of sophistication of the issuer has increased dramatically over the last year, dramatically. In my opinion, reg A really only became a thing in like 2018 or so and it just kind of picking up a bit and it’s just kind of grown in significant ways. We now have a great examples. We have a we have not yet public but we have a New York Stock Exchange publicly traded REIT, real estate investment trust. And they’re going to be launching a reg A with us. And they’re offering yield, they’re offering 6% Return to investors backed by 60 shopping centers, many of which are anchored by Walmart and the like 50 pips a month, right 50 basis points a month is what they’re offering, it beats what you’re making the bank, but the idea of it now going to 75 got their attention. So I would say that, you know, the increase for for from reg A from 50 to 75 is just another showing of confidence from the regulators, I think that broadcast to issuers who are considering who I’ve been learning about and talking about, at a board level, this whole reg A thing, it had this combination of marketing and capital, raising this expanding of our shareholder base, while also hopefully raising significant money as a means to grow your company or as a means to ultimately go public. And I think that it’s just it’s another it’s another it’s a real alternative to not just seed capital and and series A or series C, it’s a real alternative to venture capital and private equity at this level. And so that the 50 to 75 especially from some of the sophisticated private equity firms and venture capital firms that are now working with us to run their portfolio companies through the reg A process, one after the other, because once you figure out the the the data science behind conversion, and technology and marketing, it almost becomes somewhat of a widget, right? Whether you’re in artificial intelligence or cannabis or psychedelics or real estate or or financial services or biotechnology, these are all very interesting investment opportunities and industries. And once you figure out okay for every dollar I spend the market advertising and promotion, how much is that going to yield me in proceeds into my raise. And when you figure that out, it applies for different industries as well. So you see a greater level of sophistication, you see publicly traded companies, NASDAQ, New York Stock Exchange that are going to be using this 75 is a big jump. And it was already going in that direction. Right? It was already going where folks were, we’re starting to raise 50 For the first time in history. And it couldn’t be better timing now to now say, Okay, no more excuses. Now you can raise 75 per year.

Oscar Jofre  40:34

And let it be known that at, you know, Commissioner Hester, had indicated our last core summit that they were actually looking at 100 million. And I think once they move to that direction, I think we’re, we’re ready changing Series B, and C, in my opinion, from a capital raise, you go to the 100 million, you just opened up a brand new environment. And I think it’s going to be very interesting. Funding will compete for the opportunities now, which is great. I mean, we, we saw that in our own opportunities. So it’s, you know, it’s pretty exciting. And it’s interesting that the only thing that dramatically changing break, reg A plus was the increase, but that increase itself, it stimulates other components. I think it just brings everybody into this ecosystem, same Regulation A and then you’ll say, well, listen, if you want to test the waters, when we use reg CF, it’s rather interesting how they flow. So Michelle, obviously, as a funding portal, how are you? Are you going to address reg A and work with platform? Sorry, with BDs like Dalmore? What? What strategy do you have for reg A at this time?

Michelle Thimesch  41:54

Yeah, I mean, we’re definitely definitely taking a look at that. We’ve been seeing some people in the communities using it very creatively. To do things like in Oakland, for example, there’s, there’s they’re doing reg A and they’re doing a community ownership of a housing. And so I think real, you know, those real estate offerings are definitely huge. So we’re definitely interested in that were using reg CF as kind of an economic development tool. And I think that ultimately for those bigger numbers, so for example of an issue or I’m working with a senior housing developer, I mean, they’re just going to need a lot more than $5 million. You know, yeah.

Oscar Jofre  42:43

But that’s where you can’t so sorry, Etan, didn’t mean to take it away. Because I know what time I hope we’re both gonna say the same thing. But this is where we didn’t see this in the early days. But we definitely is here now where the funding portals are partnering with a broker-dealers, because see, the crowd is ultimately the same. Sorry, Etan, you were gonna say? No, I

Michelle Thimesch  43:02

was gonna say I’m sorry for your Yeah, absolutely. We’re seeing I think we were perhaps the first to really explore that and have been active in that, in that we if we partnered with CF portals that allow for them to CF portals or not, you know, broker-dealers and right so they’re not allowed to charge commissions or be paid success fees on anything other than CF, right? They can’t reg D and reg A. But what happened but but they also Michels, as I’m sure you guys are doing, you’re building up a database of investors that you know, and you’re building up a, you know, a reputation, and you have issuers that may have success with you, and then have greater needs. So the question is, Can you can you can you leverage your network? And could you provide additional services that allow for your CF issuers to launch a reg A on your platform? And the answer is, yes, you absolutely can. And so how do you do that? If you’re not a broker-dealer, right? How do you do that? You could charge a fixed the CF forums could charge a fixed fee. Right? You know, I’m not gonna, I’m not gonna mention these, but there’s a number of amongst the largest out there are working with us right now. Where there’s a clear advantage of giving a continuity to your CF, your CF issuers and to the investors who participated in them to simply partner with a broker-dealer like Dalmore. Dalmore would would onboard them in a typical way, the reg A, reg A side, but we could list the reg A on your CF portal. You could charge a per investor technology fee, you could charge a fixed fee, as long as it’s as long as it’s compliant, you’re able to provide that so it’s an amazing thing that we’re seeing and it could be it could appear very, very seamless right from the from the CF right to the A aside from the disclaimers and disclosures and process and diligence, etc. That goes on kind of in the background. But we’re seeing that more and more so we’re also seeing it by the way Like with with non broker portals, not even CF portals. But if but anyone who has a community of investors, potential investors, the community and access to companies that want to raise capital for their business could create a very unique ecosystem on their own portal by partnering with a broker-dealer that could provide CF or a services to them. And they could do a very similar thing by charging a listing fee or a marketing fee or a per investor technology fee without even being a CF portal. And that’s something that we’re working on as well, right now, it’s fascinating. It’s just, you know, there’s clearly going to be a lot of growth, and there’s clearly going to be a lot of consolidation in the space, right. But it’s pretty fascinating, as far as you know, how the ability for entrepreneurs to monetize their, their platforms, their network, the niche that they play in, really does exist. And it’s something that we spend a lot of time focusing on now.

Oscar Jofre  46:05

It’s a far cry from when we first got started, nobody really knew what you could and couldn’t do. It was today, there’s a better clear path. There still, you know, goes without saying, always get advice from your counsel. Either way, because it is here, we’re just giving you examples for those portals or anything like that, because you should be talking to your counselor at all times to make sure that what are the activities you’re working on? Because there are some changes coming down the road from FINRA that’s in the SEC, from what we understand all these increases mean that we’re going to be under the spotlight, we can make sure I’m which we all are. This is not towards anybody in particular, but it’s just illustrating the success of the Jobs Act that we’re having today. So it’s pretty exciting. I mean, I often reflect back I, for me, it’s 11 years, I, I really had to remind me, I had to go back to one of my journals from 11 years ago to read what I was thinking about where this was going. It’s rather interesting that you know, it, you could with everything that’s going on, you can call micro, but you can turn blind, certain things, milestones that are being hit each way along the way that eventually does what it’s what we call the curve. And we’re not there at the curve yet. Everybody thinks we are we’re not, we’re not at the curve yet. Which is interesting, because so what’s what’s it going to be? Is it when reg CF gets increased to 10 million or 20 million, right? So if that gets moved to 20 million, that’s a five times again, or four times right from where we are now. That would mean what do they need to do to reg A, if they if they even move reg A to 200 million. That’s it. As far as I’m concerned, Reg, D, 506 B’s and C’s are done. That’s just me, you know, because you got to look at the allocation of money. Do you know every year 151,000 companies are raising capital in the United States? And, you know, crowdfunding is finally made it dent? So the question is, as you increase the limit, where’s that limit? Where’s that coming from? What’s coming from an existing industry that relied on it, and that investor, the good thing about them, they’re coming along this way, that momentum shift started, nobody thought we could take it, we, you know, to the work that you’re doing, it dawned on me that last opportunity that bringing institutional brought the spotlight the spotlight is here. Now who will be next, who will be the next one that brings in an institution to a deal, and then the other, there’ll be another one, another one. And then the real key will be when we start seeing VCs, co investing with the crowd, not small amounts, but I’m talking, you know, half a million a million dollars like they normally would, but putting it alongside with the crowd now that will be a game changer. For both reg CF and reg A. I believe that that’s, that’s our next frontier that we have to come up with. So I’m gonna, I forgot. It looks like we do have a question here from Richard. I was gonna just say, anybody have a question? It looks like Mr. Ross has a question. Please, sir.

Attendee 1  49:17

Thank you. I think I think you’ve been too modest with your success, because you underestimate overestimated the numbers. You said less fewer than 1 million have an investor the reg CF left 255 million Americans, but that’s the wrong statistic. I think they’re only 128 million households. And yes, 50% of households own equities through their 401k or retirement accounts. But you say how many of those households own equities specifically, directly? It’s like 14%. So the market of people who buy stuff is like, less than 25 million 20 million. And so you have 1 million people out of 20 it’s not one out of 253 it’s one out of 20 by that That’s amazing. It’s 10 times better than you thought. So congratulations.

Oscar Jofre  50:05

Thank you. Thank you, Richard. Appreciate it. Thank you. Good comment, good comment? Well, that’s the beauty of data, right? We’re, we’re going to see more of it. And it’s going to allow us to be able to grind it down, obviously, the number that we’ve been going, it’s just the population base. But the information has been becoming more available. One thing, I’ll leave both of you with that hopefully, he will give you, I’m sure you feel fantastic about how great the day is that, you know, up until the Jobs Act, there was no visibility to 98% of the market. And that’s the sad reality and opportunity. So sad, an opportunity. And the jobs act really was imagine the the foresight, the individual had, David Weild, to say that there was a problem is that 98% that nobody else could see. Right. And the only reason why nobody could see it is because it would only take one to sprout out. But again, nobody took tracked it or anything like that. What does that mean, up until recently, less than 2% of companies were being tracked. And that’s venture backed companies. And it’s regrettable, because in crowdfunding, or alternative finance or whatever you want to call it, we don’t have unicorns, we have companies, it’s just their, their shareholder bases are larger. But that doesn’t mean and now with this, we’re gonna see more visibility into the companies and the investors who they are, how they invest, right? That’s going to be the key matrix coming forward. So, Michelle, I’m wishing you all the best in your journey with the new platform. And I’m happy to hear that. But for everybody else, you know, what is the URL for your domain?

Michelle Thimesch  51:48

It’s www.crowdfundmainstreet.com.

Oscar Jofre  51:53

Thank you. And Etan as always everybody knows how to find you. But just in case you don’t know where to find him. He’s on LinkedIn. I think, I think he Yes, he does. But you can find all our speakers, their bios, or contact details at KoreSummit.io. You can watch this video again on our YouTube channel, channel. Sorry, or our KoreSummit website. Till next time, thank you so much, everyone. And let’s not forget this day. This is a very important day. I’m going to make a note to bring you both back as we reflect back a year from now to see if we were right. And I’m sure we were

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