The A+ Team

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.

Sara Hanks

CEO

CrowdCheck Law

Sara Hanks

CEO

Sara Hanks, CEO of CrowdCheck and Managing Partner or CrowdCheck Law, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck and CrowdCheck Law together provide a wide range of legal, compliance and diligence services for companies and intermediaries engaged in online capital formation, with a focus on offerings made under Regulations A, CF, D and S, whether of traditional or digitized securities. Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms. While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world. Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process. Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves on the SEC’s Small Business Capital Formation Advisory Committee. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.

Andrew Corn

CEO

E5A Integrated Marketing

Andrew Corn

CEO

Andrew Corn is the CEO of E5A Integrated Marketing, a systematic, data-driven investor acquisition-focused agency that assists firms with raising assets or capital, engaging in outreach to prospective shareholders or clients, and launching new products. His experience spans several industries, including advertising, marketing, software development and investing. Previously, Andy was the CIO for E5A Funds LLC, a firm specializing in alternative investments and after-tax alpha strategies. He also served as CIO for equities at Beacon Trust Company, CEO of Clear Asset Management, and SVP for Corporate Marketing for TheStreet.com. Prior to that he was EVP Digital for Citigate which purchased his software firm MasterApproach and was the CEO/Head of Strategy for the agency Admaster Communications.

Oscar Jofre  00:20

All right, then. Well, good afternoon, everyone. And welcome once again to another wonderful KoreSummit Series. Today is going to be a really an enjoyable discussion with my colleagues, who you’ve been hearing. There’s a lot of different storms happening all over the world. We’re talking burning, but here it is tickling. Yes, everyone is ready and prepared for this great discussion, the A team of Regulation A plus. We’re going to walk you through today a very interesting process. So you can see what are the elements for the reggae. And today I’m going to be joined by three amazing speakers we’ve had, and panelists, of course here on our KoreSummit web series. And today, we were also going to address some of your questions. I want to forewarn all of you, we got some great, great questions. We will forward them the legals to Sara Hanks to get those answers for you. And as well other panelists here as well, to make sure that all your questions are answered. I believe we’re going to cover most of them. But just in case, we didn’t cover yours. Do not worry, we will answer it right after the webinar event is done. So to get started, just to remind everyone, we are on YouTube Live. So if you want to take place, watch it, you can go to our KoreConX YouTube channel and have a sneak peek at also on LinkedIn live as well. So we are broadcasting it to everyone to make sure that they get this great input. So let’s get started. I’m here to delight it as I said, the A team of Regulation A plus what does it take? These are the professionals have been there done that. It’s like that, you know, it is a team sport. And the more qualified the team is, obviously the level of success increases for your company. So we always like to start I mean, if you do not know this mean, I I’d be shocked. But I’m going to remind you so let’s first Sara please take a moment to say hi and introduce yourself.

Sara Hanks  02:34

I Sara Hanks, I’m CEO of CrowdCheck Inc, and managing partner of CrowdCheck Law. And between the two of them. We provide a wide range of legal compliance disclosure, and, and diligence services for reggae and the other online offerings including reg CF and REG D. We are getting close to our 100th reggae qualification. And hopefully it won’t happen until I come back from vacation because I promised I would write a blog on how we might improve reggae when we hit that milestone. So thank you very much.

Oscar Jofre  03:16

It’s always great to have you so in the way and we’re introducing ourselves to almost in a very similar order what we’re going to talk about, and without further ado, Etan.

Etan Butler  03:28

Hey, Etan Butler here on the chairman at Dalmore Group. We are a FINRA and SEC registered broker dealer investment bank headquartered in New York, founded in 2005. We specialize in helping companies raise capital online at scale, through regulation A, D and CF. We’ve been fortunate to be the broker dealer having on boarded well over 100 reggae offerings over the last two years, and certainly has become a big identity of our firm and something we enjoy working with all members of this panel on.

Oscar Jofre  04:06

Excellent. And of course, no, we’re going to leave him just time. Just obviously, you’ve probably seen Andrew and many videos, educating everyone on this new, you know, let’s call a sector that’s emerging and evolving investor acquisition. So Andrew corn.

Andrew Corn  04:27

Thank you, Oscar. Great to be here. Hello, everyone. So I’m Andrew corn. I’m the founder and CEO of E5A Integrated Marketing. We are a systematic data driven investor acquisition firm. We work across asset management and then of course a capital raise is reg D, Reg CF and reggae plus, which is our focus. We are doing far fewer CTFs and actually engaged in several DS but not doing as many DS as we used to as a plus take center stage.

Oscar Jofre  05:07

Well, that’s great. Thank you, Andrew. And for most of you, I rarely ever take the time to do so. But my name is Oscar Jofre. To properly introduce who I am, I’m one of the co founders of KoreConX leading the path and for everyone providing an infrastructure for reggae from primary all the way to secondary, like all our colleagues here today, we firmly believe that we are, we are evolving, therefore, we need to make things more fluidly and more cost efficiently and make it better because if we are going to get the increases down the line, and get better issues, when not so much better issue, bigger issue is coming down and investors, we need to improve things. So looking forward to today’s discussion. And, you know, we’re going to get started with an image that I think will help all of you it’s sort of like a little roadmap to where does it all get started? You know, this is a, it’s important for everyone to understand why this is. It’s the first step. And obviously, we have Sara here today, that’s going to start us off giving us the path and how we’re all going to be working through all this to get you to your successful offering. Sara.

Sara Hanks  06:27

okay. Alright. So, start with legal. It’s, it’s interesting how many introductions we get from other people in this ecosystem. When as Oscar said that the starting points are usually the legal aspects of this. Because one of the first things that we do is establish, can you even make a reggae offering is your company one that is able to actually use reggae. And that’s one of the things you really want to start talking about, before you engage anybody else is say, Is this even something that we can do? So for example, we would always say starting point start for from the point of view of eligibility, Canadian companies incorporated or organized in Canada, US companies are incorporated or organized in the United States, with a principal place of business in the United States, in contrast to the situation in reg CF, where the rules do not specify that the company needs to be operating in the US. Reggae really is for companies who are US or Canadian and operating in the US or Canada. Sometimes we see these sort of weird cross border things where the companies in organized and Delaware but management’s in Canada, that’s actually compliant. And sometimes we also see companies, when management is here, the business is managed from Canada, or from the US or Canada. But the operations of the company could be a goldmine in Colombia was something like that, so long as you have a legitimate principal place of business here in the United States. Now, of course, in the last year, we have seen some challenges with respect to people’s location, because none of us know where any of us are. And it certainly could be the case that, you know, you’ve got your CFO who went to Malta at the beginning of the, of the pandemic, and the CFO usually lives in Canada, but has gone somewhere else but for the for the duration. And it could be a company that is outsources everything, and all you’ve got is just in a warehouse operations in the US or Canada. So that’s a discussion to have from, from the very beginning with your loi is are we a US or Canadian company? Do we have a principal place of business in Canada, as the SEC would understand it? And believe me, the SEC does ask, if the SEC sees a number of people with foreign locations or attributions, they will ask are you actually a company with a principal place of business here? One of the things that we see and we’ve seen some comments, some of the questions that came in you can have a US subsidiary of a non US or Canadian company, but it’s got to be a legit US company. You can’t just create a financing so in the US and then upstream the the proceeds to French or British company or anything like that. What we frequently see in these situations is a company money that has succeeded somewhere else, and says, Wow, we should take these operations and move them into the United States, we should do what we’re doing overseas in the US. And in those in that circumstance. So long as you have your principal place of business with presumably your principal offices, here in the US, that should be fine. When you do that, though, always be very careful about the fact that if you actually had, for example, an Indian company that had operations all around the world, managed from India, you’d like to have a proper presence in the United States, and you’ve already actually been operating in the United States, you can create the US company, it can take over the operations, but you just created a predecessor issue for yourself, because the financials of the operations in the United States are going to have to be reflected in the new company’s financials. And that sort of takes me to another gating issue with respect to can you use the regulation, which is checked to make sure that you can actually comply with the disclosure requirements. So for example, you will need two years of audited financial statements. Now these financial statements can be prepared in accordance with US GAAP, or international IFRS, International Financial Reporting Standards, which is used in Canada. But whichever one of those you choose, if you’re Canadian, you are still going to have to be audited in accordance with the US auditing standards. So Canadian accounting standards, but us auditing standards that sometimes trips people up and confuses them. So you will need those two years of financial statements. If you are making a filing. Anytime after the end of September, you will also need June financials, which do not need to be audited do not need to be reviewed. Bear in mind, as I said predecessor financial statements, you should always think if you have acquired another company, even if you think under the local rules, were your acquired them that that’s an asset acquisition, the US accounting rules might treat that as the acquisition of a business. And you might need to have the financial statements for that acquisition, both presented to in the offering document. And you might also need pro formas showing how the original company and the new company operate when the financials are squished together. Another gating issue that I think you should watch out for is material contracts. And we’ve had a number of companies who’ve run into issues with this, the SEC wants to see all of the material contracts. And it’s things that are not within the normal course of business, and on which your company depends. So for example, if you’ve got a license or something like that, for intellectual property that you use and are dependent on, if that’s the case, you’re going to have to produce that contract, the counterpart party to that contract, might not want you to, there may be confidentiality provisions, they may say what you can file it with the SEC, but you’ve got to redact all of this stuff. The redaction rules for taking information out of material contracts are very strict. So you’ve got to think those through. In general, the SEC is only cool with you taking out information. There’s something like you know, the the the formula for Coke, or your social security number, those things can be taken out of contracts, they have the main terms like how much are you paying? Not so much. So I first consider Do you have material contracts? And are they in a shape that you can actually file? So those are some of the you know, the starting point is can we even use reggae? And then I would say, depending on who introduces us, one of the conversations that we always have with SEC is Okay, who else is on your team? Have you chosen your brokers? Have you chosen your marketers? Have you got your back end that is the people who move the money around and accept the payments and the credit cards and the front end which is the really nice website that will attract people to your your, your site. And do you have you chosen your transfer agent because if you don’t have a transfer agent we can get into this later, you may have an issue with respect to how fast you’re forced into full reporting status. Luckily, all of those people are on this call right now. So I’m going to hand it over to Etan to talk about the next step.

Etan Butler  15:22

Yeah, thank you, Sara. So once you know that your, your reggae is  qualified to to launch a reggae. The next piece is a broker dealer, one of the ultimate broker dealer, provided that they’re registered in all 50 states is to give you the issue or the ability to sell your securities in all 50 states. Some of the roles of the broker dealer include performing due diligence on the company itself, the issuing company, as well as all of the officers and directors. And we are off we’re also going to take a look at your advertising and promotional materials, to review and ultimately approve for use so that you remain in compliance in that regard. The next step is we’re going to talk about we’re gonna talk about the technology, the escrow the transfer agent and the payment processing. Those are all critical pieces of the of the reggae puzzle here. And that’s where KoreConX plays a very, very strong role in their, their their end to end solution that they’ve developed, which we have a number of our issuers who are currently using that process and the growing number who are who are considering and about to, and the next step is, once you have all those pieces in place, the One A is is filed. The broker dealer then file to your offering with FINRA seeking a no objection letter from FINRA and the issuer needs two things in order to go live. They need the SEC qualification. And the broker dealer needs a FINRA no objection letter. And, and then while you’re waiting for the, the the qualification from the SEC and the FINRA no objection letter, there’s going to be discussion around putting together the the investor acquisition team. And that’s where Andy and the E5A team really, really come to play. And that really rounds out rounds out the team. The ongoing role of the broker dealer includes also reviewing and approving all of the investments that’s overseeing the KYC and the AML. Suitability, OFAC checks, signed subscription agreements, etc. The funds can only be released from the issuers escrow accounts into their operating account once the broker dealer has had a chance to review and approve all of those transactions. And, and then we’re also going to talk about things like investor acquisition and syndication and distribution, right. So one of the benefits of launching a reggae is that you the issuer is able to have an invest now button directly on their own website. But you’re not limited to just having the offering on that one website. You could also list your offering on other marketplaces or distribution channels as well. Frequently were asked for introductions and counsel and advice on where else to list the reggae and what other broker dealers might make sense to bring in to kind of round out a syndicate. Some of our offerings are picked up by other broker dealers, and investment banks. Others rely on really converting their own ecosystem of of investors. They have fans and followers and subscribers and users as a means to kind of bring them in as as investors in the reggae. And then, of course, the majority of our reggae issuers ask us Okay, great. Now we have a, a live offering page. Now we have the technology already in place. How do we get in front of as many eyeballs as possible, and that’s when we loop in Andy and his team. To help navigate that process, I find that the sooner you bring in that type of support, the better because that has an impact on the materials that you use for your for your offering, as well as the strategies that are deployed to to bring on additional investors and obviously to monitor the return on advertising spend. So I’ll turn it over to Andy to talk about kind of his role in the process.

Andrew Corn  19:51

Thank you. And first, I just want to say that there’s a big thunderstorm where Sara is and she has lost power and on I’m sure she’ll be joining us if you noticed, the lights went out in her background. There’s a huge, she’s in the DC area, I’m in New York, there was a huge thunderstorm, it seems to be over. But I have my laptop battery, and I can do the hotspot with my phone. So I was kind of prepped for that. Anyway. So investor acquisition is kind of a new concept, because essentially, it is different than general marketing, it is the you’re not selling your product, you’re selling people to become shareholders in your company. And depending upon what kind of company you are, it may be a very long hold time for them, from the time they invest to the time they see something in return. So through the ecosystem, we have met a lot of companies, and some of them are legally qualified to do a reggae but that doesn’t mean that they are going to do well in investor acquisition. So what we have seen, and I’m sure that a lot of people realize that b2c business to consumer or consumer products seem to fare well, but not always, it depends what kind of consumer product, how big is the audience? Is that audience, people who would also become investors, so not all customers will invest. And it might be because of age, other demographics, etc. So we look for issuers in three basic areas, innovation, where someone is essentially buying a lottery ticket. It’s a software firm that could scale and become a billion dollar company. That’s great. So it’s innovation, people buy or buying and investing in a dream. The second is yield, we live in a yield starved world, whether you invest in the stock market, or bonds, it’s very difficult to get, quote, current income, people have bills to pay every month, is it possible that your company or deal could pay a monthly check, we’re working on several real estate deals, as for instance, that we’ll be able to pay out a monthly check. So those are highly marketable. And then the third category is impact investing, or what’s also known as ESG, for environmental, social, and governance. And those are people are investing in, quote, a better world, and also for profit. And those are the three basic categories. And then we see a bunch of deals that go across those categories. So I am meeting yikes in person with people late this afternoon outside, where it’s a solar deal, which is highly innovative, but also its solar energy. So it’s also impact investing, and it’s going to pay a monthly dividend. So we’re really able to hit across all three categories there. So we had speaking to people fairly early on, just to say, Do we really believe that your deal is marketable? So once those categories are done, and we’re saying how big is your audience, we have met people with addressing very small audiences with something that is even heartwarming, like an a drug going after what’s known as an orphan disease. Very few people have it, but it’s tragic. And it can be really hard to market that just because the number of people it affects is small, where if you have something for diabetes, that is affecting millions and millions of people, so you have a very large audience for it. So we look at audience size, and then can we acquire data on them. And then can your story be simple enough that we can convince people to look at something like an ad, look at something, read something like an email, click on it, come to an offering page, spend time there, be convinced then to click an invest button, and then go through that entire process, including funding the account. So each one of those is a different part of what we call the investor journey. And each one takes a variety. It takes a strategy and a variety of tactics to get people to move from each one of these squares on the playing board until they have completed everything, and they are a investor. So just because they click the InVEST button doesn’t mean they’re going to complete. In fact, less than half of everyone will complete the first time they click it. So we have developed a series of strategies to get them to complete and all those things are part of it. So, with all that we get to if you look at the bottom of this where it says FinTech, the InVEST button that this button is really important. accepting credit cards is really important. What’s the fee on credit cards? Escrow? What’s the fee on the escrow? How often can you break it? Meaning break escrow and take the money out. So there’s dozens and dozens of details to be concerned with. Many of them are controlled by the some by the FinTech firm, many by the broker, dealer, broker dealers, like Dalmore, are generally in very good control of these things. And anyway, but all of them have to do with what the probability are, or is for raising all of the money. So that’s the other big concern of ours. And that’s kind of what we look at audience size is, if you’re aiming to raise 25 million and only 20 is raised, we consider that a failure. So we want to make sure the audience is big enough to raise all 25 million. And essentially, our measure is, if we were to look at the entire universe of people who we can pitch for this, generally, digitally, if a small fraction of them actually invested in only at the minimum, can we fulfill the total offering. So there’s a bunch of math involved. It’s not just creating compelling advertising. There is an awful lot of concentration on the journey, and on the math as well. And with that, I turn that over to Oscar who can talk a lot more about the FinTech portion.

Oscar Jofre  26:50

Wow, calling it fintech. Okay, but that’s good. It’s, you know, it’s, as I’m listening to all of this for all of us, I mean, including everyone that’s here today, thank you so much for being here. I mean, for me, it’s 11 years, I can’t believe it’s been 11 years. For me, and I look back and I, as I hear you speak, this is a, you know, the crossroads between technology expertise, that are coming together with securities laws, and in some areas, you know, people compare that to banking, I look how simple it is Ding, ding, ding. And, and part of that is that it doesn’t have a lot of required intermediaries in order for something to be fully compliant. And when something needs to be fully compliant, everyone looks at the solution from one perspective only. And so the reason why we’re one of those companies that took 11 years to get yours, because it does require you to have a very different view of what’s actually happening. And you know, the InVEST button, we call it the door is simply the door, Andrew corn is going to make sure that he brings as many people to that door. And our friend Etan is going to make sure that every person that goes to that door is allowed to be there. And Sarah is going to make sure that the door that you put there is legally allowed to accept people coming in. But in order to once that comes in through the door, what’s in there what what happens and that’s been the darkness for the last few years is the investor journey, the company journey, the broker, dealer journey, everybody else, it was sort of like a surface kind of infrastructure that was put in, and we believe that you need to bring all the stakeholders in from end to end to have a fluidness cost efficient way and remove Remove the costs that have you know, I applaud companies early on, like Brew Dog breweries who pay dearly for their costs to be where they are today. But now they’re those those days are gone. We can reduce the the credit card fees in half, that, you know, we’re it’s it’s getting to the point where we can we can bring all that in why we’re able to do that is because you have to understand how money works, money works and a financial infrastructure aid wants to have the assurances that everywhere along the line, there’s an accountability aspect to it. So the InVEST button is where we start, we provide that journey completely private label to the client, you the issuer. That means as is it time and and Sarah and Andrew are driving all that work to bring it here. Now we need to keep them there. What does that mean? The experience needs to be the experience of 2021. And for those who are old enough to remember 1999 If you remember when you went to an e commerce Store, you click the credit card it would take you leaps and bounds to another site and you go What the hell is going on? Did I lose my money or not? That is where we’re doing. We’re taking that all away. That experience is only about the company who is coconuts is irrelevant. You don’t need to The only people that need to know who can access is the issuer, the legal community, but not your investor, your investor invested in your company, and they should be there all the way through with that experience, right from the day they make the investment to be able to manage that investment before it’s completed. So they’re not in. And then of course, right after it’s completed to service point, you need a transfer agent. So why do they need to be directed to another location, again, where again, they’re separated from the company. Reggae is so different, so different, that it’s exciting. And that’s the only way that we can all be able to transact? And then of course, Etan and his team need to be able to get access to that information that came in? So should they need to go somewhere else to get that and be disconnected? Of course, not, they need to be right there. But again, the data stays in a fluid manner. So it’s not costing the company in the money, no more downloads, no more, you know, going through emails where mistakes can occur. This is a fluid manner, where the audited information can be traced all the way through from the minute that it came from the investment to the IP address, all the way that when the investor decides to say, Hey, Etan, I would like to trade my shares, and it translates, okay, click the button, and voila. Only that can happen if there’s an infrastructure underneath it. That’s what we have created that has all the regulatory components to it, which is making sure there is a SEC registered transfer agent, that there is a FINRA broker dealer, that there is going to be a registered FINRA ATS that there’s going to be regulated parties like your lawyer, your your auditor, escrow providers, like Lending Club Bank, like ID and AML providers like let’s LexisNexis to be able to accept different forms of payment, like crypto to fiat, that’s right crypto to fiat, meaning I can come in with my bitcoin and it gets converted to fiat fully regulated by FinCEN. See, therefore, we’re giving the assurances to download the lawyer in particular, the issuer that nothing you have done is outside of the SEC as, you know, environment where you’re doing illegal activities, right? Not that you would be. So this has been our vision and KoreConX since we started. And sometimes it people look at only two, three pieces. But there’s another piece to all this. So now that you complete it, you you, I applaud you, you’ve raised $10 million, you now have 10,000 shareholders. So you have a transfer agent, where are you managing your shareholders? And people go, Well, wait a minute isn’t no difference? No. I said, Where are you managing them now? How are you reporting to them? What is the tool. So once again, that’s where we went even further, we added the element where they need to have that infrastructure to be able to report it, this is to help download is to help Sarah to help Andrew, keeping everything in one place reduces the cost, therefore, the administrative costs, but then it allows them to be able to provide the necessary services that these companies need. It is one of the the greatest thing of reggae that is going to happen is that we have these issuers like worthy BrewDog, Legion M, that are continuously using the regulation year in and year out, you can see it already percolating all these different investors that are applauding them. And you you need to start thinking that it this is not a kind of a regulation created shareholders over there, company over here, providers over there. It doesn’t work that way. It’s all of us together under one infrastructure to be able to work fluidly to reduce the cost to the investor. And so what’s important in this discussion today, from my view is that as Sarah started, it starts with a lawyer. But as you can see, all of these players need to come together, right at the beginning. In the past, yes, people didn’t have the information that was then this is now. So today, we know that we need to bring in the escrow provider right away. Today, we know that it’s not you’re not bringing in a broker dealer just because of the trouble states, you’re bringing it to give you peace of mind. Hey, and to help you navigate through this, because there’s going to be a lot of offerings out there, how you can separate yourself from the crowd. And of course, you need to have your technology partner that’s going to be included that seamlessly integrated with your investor acquisition firm, like Andrew coins. So this is the exciting part of this journey because I keep using the word fluid. You know, if it’s not fluid, it breaks and when it breaks, it hurts the investors. That’s hurts and all of this, and we get to see it firsthand when it works, right. And we’ve seen it firsthand when it doesn’t work correctly. And obviously, that’s not what we all want. Here we’re sharing our experiences and how it should all come together. That way, when you engage, you’re engaging with people that don’t diminish why you need a BD, why you need an escrow provider. It’s quite the opposite. We’re telling you what the best practices and the required practices are off today. I mean, it’s a it’s a very simple component. Partly because now in my view, this is just my there are more offerings coming look at what Sarah said, she’s about to do work her 100th offering, and there’s going to be a lot more. So that means there’s going to be more people raising capital, Andrew often says to me, Oscar, I’m not taking on that client, because I already see six others just like it. So we need to find ways to separate you from the crowd. And what’s going to make the difference now is going to telling the crowd who you stand with, who is back not back to you, who you stand with, that’s going to do all of this, that’s going to make it efficient. So when I raise my money, I can sleep at night, and I don’t have to worry about it. And I know for sure that everything is being handled, not manually, not manually, but it’s being handled properly. So this is the part of reggae, that’s very exciting. And the reason we created this chart for you, and I keep flipping back and forth for all of us is just to remind you, so it’s the colors are not meant to say one is less than the other. But all of these things that we’ve just described are needed in order for us to proceed and working together. And technology in this in a reggae it’s either gonna make it or kill it for you, and the back end components that are integrated with it. This is it, I cannot stress that enough. That it’s a four completely fluidly connected, and this environment, and so sorry, Etan, were you gonna say something? My apologies.

Etan Butler  37:16

No, no, please. Oh, I

Oscar Jofre  37:19

think so. Um, look. So we’re obviously it’s it simplifies the process for everyone. And obviously, the the goal today was for us to walk you through some of those environments, we’ve, we’ve, we’ve kind of given you the roadmap, where all of us play in creating this successful offering for you from start to finish. And we’ve seen it where if you’re not starting with the right players, it can delay your offering with the SEC getting aka you file your form one a it depends on how many, you know, letters back and forth if it’s not handled properly. So, you know, I’d like to hear your comments, Andrew, you and I have spoken in length on that part. So

Andrew Corn  38:10

So you know, the quality of the team is super important. We’re currently working on a very rush, reggae plus were kind of hired late in the process, and the broker dealers highly inexperienced. So getting anything approved is really difficult. They don’t fully understand the regulations. And I have said to them more than five times, I wish you had Delmore group as your broker dealer, because they deal with this every day. You know, there’s an old expression things are easier when you’ve done them before habit if you’ve done them 100 times. You know, we by firm has enormous experience dealing with regulated advertising because we also work in exchange traded funds, and we’ve been working in real estate for years, not just in, in reggae plus, and you know, Sarah and I share a client that has had its one year anniversary since its original filing. And you know, it is just a very long they’re breaking new ground. And if you’re going to break new ground you want to to with Sarah and her team, I can’t imagine anyone else will ever could ever get this qualified, you know, when others have been qualified so quickly that in shock, you know that it’s like Sarah, can you slow it down so I can get all my work done. We tend to like 45 to 60 days from the time we’re hired to the time we launch, and sometimes Sarah and her team will be too quick. So, you know, the quality of the team is super important, even down to the fintech. If we drive people to a page and they click the InVEST button if it doesn’t work, or it’s a really lousy user experience, you’re not going to have as many investors that’s gonna reflect on our work. It’s all part of the measurement of what it costs, the cost of capital to raise your entire raise to do the accomplish or raise that cost of capital needs to be reasonable, and hopefully even competitive, meaning competitive with other ways of raising money. So, you know, Oscar loves to say this is a team sport, we couldn’t be more on board with that.

Sara Hanks  40:35

Andrew, if I if I could just add to something that you were saying there about being at the speed through the SEC, because that’s one thing that is kind of in very important at the moment. So you know, you’ve chosen your deal, your team, you’ve started the filing. One of the things that we are seeing now, with respect to want reggae filings is that the SEC is incredibly busy. Notice at the beginning of the year, you know, things were very slow with the SEC, they were swamped with all of the spec filings. Hopefully, that’s eased off a little bit, they’re still really busy with all of the IPOs. And we’ve seen that sort of manifest itself in two ways. One is, sometimes on those second rounds of comments that Oscar mentioned, they take longer than usual to get back to you. And then we’ve also seen on the flip side, that there are some filings that you can make, where the SEC is like, yeah, we’re not going to review this one, we’re just going to give you a no review. And that, of course, you know, makes us we’re thrilled, but then we tell the rest of the team, Hey, turn handy, you know, you’ve got to sort of move ahead. And so that’s, that’s a really important aspect of this whole process. That is because that is developing at the moment. Normally, you get your team together, you file with the SEC, we file with the SEC, at the same time that a 10 and has been filed with FINRA, they’re supposed to go along in parallel, the SEC could serve up end that whole process. And that the we’ve we’ve tried to work out what makes the SEC give something and no review. I think an operating company, not a brand new startup, somebody who’s got some revenues with normal looking financials. So you know, no predecessor company or anything like that, with a normal kind of structure so that they don’t look like they’re a an investment company, they’re not investing in other companies, they’re just doing a thing that they have done for a while. I think those things might might make a bit the trip through the through the SEC easier. And of course, being able to predict I after you’ve done a few offerings, you know, what the SEC is going to ask. So you’re trying to draft everything so that you don’t get any comments from them. That’s very helpful, too. So that’s that’s kind of interesting thing from the timing point of view. And the other thing I wanted to flag on the filing and then going forward is everybody who has any experience in the registered world IPOs there are these quiet periods. So you can’t say anything before you file. We can with reggae providing you file that you follow the reggae rules? You can’t you have to be careful about what you say and where you say, how do you say it with respect to communications outside of the file perspectives? Well, that’s different in reggae too. And that’s where it’s so important to flip back to the you know, the team. There can be communications, pre filing, post filing, pre qualification post qualification, but there’s different rules for all of them. That’s why it’s so important that all of the team work together so that the lawyers are looking at what the front end people are saying and what the marketing folks are saying. And that the the brokers also have a chance to look at that as well because, you know, you can use so many different forms of communication these days. Tick tock I mean two years ago, I mean, when did tick tock start like two years. Now we have to review tick tock things, Instagram Stories, where it’s a challenge to get the appropriate legend and the link to the SEC filing because you’re only allowed this much of text and you can’t get the legend on it. Where did it where does the legend go? You know, in app advertisements of offerings, all of these things are possible. But they come with a whole bunch of rules. And so it’s really important that nobody communicates at all, without looping in the entire team. You don’t go on, like meet the Draper’s, without telling your lawyers, you don’t sign up for coverage in one of the newsletters, which can be very, very useful without telling the entire team that you’re doing this. And this goes on for the whole of the process, pre filing, post filing, the rules are different. And you’ve got to be very careful about what you’re saying, when you’re saying it. And making sure your entire team sees what you are saying. Don’t Don’t don’t have we had one client. It was like, Hey, you were on a TV show saying x? And we’re like, we didn’t even know you. Why did you not tell us? You were gonna do that?

Andrew Corn  46:04

Yeah. Yeah, I think the whole world is, there’s just so many things going on. And it, we look at everything in terms of probability of success, you know, there’s no guarantee that you’re going to raise all your money. It doesn’t matter how much advertising you do, or even what medium you go for. But when you look at things you can control and you can’t control. A lot of it comes down to what are you doing to increase your probability of success. So we love a lot of the things that Sarah just said, we’ve really embraced Tik Tok, we have embraced Reddit, we have embraced the newsletters and have one of our clients now in one of the newsletters. So that’s the paid newsletters as opposed to the free newsletters where we have all of our clients there on an advertising basis, although not all the newsletters, just specific ones, and not even the specific ones, only to people who fit our demographic profile and behavioral profile who get this free ones. So everything is about increasing your probability of success. And when I meet someone, even if their referral by someone on this webinar, my first question before even what do you do for a living? And what is your company is about is who are you working with? Because who your lawyer is who your broker dealer is, who your FinTech firm is, it has so much to do with the probability of success, I can’t begin to tell you and we have walked away from deals, they’re very willing to ACH money to my firm. And it’s like, no, because the probability of success is low, because you don’t have the right team. So I just need to underscore that. So

Etan Butler  47:57

yeah, I, Andy, you’re known to turn away more referrals than you take on. And that’s one of the things I like about you. And, and you’ve also sat in my living room, and, and we’ve become good friends. So it’s always great to work with you. But I think, look, it’s an interesting time. Now we’re seeing a number of our clients are reggae issuers who have raised the full maximum amount, and are onto their second raise. And we’re seeing, you know, and we’re Ember, you know, we’re sitting at a unique vantage point as the broker dealer of record, understanding how they got there, who they’re working with, what is working well, what is not working so well. And I think all of us are starting to see these things as well. There’s the financial publications and newsletters, there’s an investor requisition, there’s how you maximize your own ecosystem of investors, you know, what type of advertising and PR you use. And these are all very important pieces of knowledge and experience that I think all of us look to share with our, with our new clients, and which, which is very helpful. And that’s another big component of working with an experienced team that has worked together repeatedly over the years. Our favorite calls are when folks, you know, familiarize themselves with the SEC’s website, they look at the one A’s, they see who the providers are, or they’re, although see another successful offering that will you know, that’ll inspire them. And they’ll call us and they’ll say, hey, we see you’re the broker dealer, put together the team for us, you know, and those are the best calls because we get to put together an efficient and cost effective approach that we’ve seen work over and over again. So that’s great.

Andrew Corn  49:34

You won’t find our name in a single a one filing, we stay out.

Oscar Jofre  49:39

Nope. Yeah. Everybody adds my name, which is, um, but it looked at it. And I think, you know, I keep hearing the word teamwork, teamwork, teamwork, which is a love. You know, teamwork is like in a sport, right? Everyone’s on the line, whether it’s a soccer, team football, whatever it is. Everybody’s working together. They’re coming, Beginning with each other, I, I believe we’re moving into that phase, we need to move into that phase, meaning there needs to be more connectivity to it. And we need to put the client in front of that, understanding that it’s for the greater good of the client. And so I’m, I’m an advocate for the shareholder, and I’m an advocate for the issuer. That’s my advocacy, that’s where it started 11 years ago, it’s not gonna stray from not the the pieces that are needed to get to help these two, because this is all about the jobs. That was the here’s the company that needs to access capital. And here’s the investors, everything that we’re talking about now are the intermediary items that are needed to get there. And I believe what’s happened in the last few years, in particular, in this space has been in my words, I don’t mince words about it, I think it’s been very undermining of what the jobs are all about. I understand people to make capital, I’m not picking on the lawyers or the broker dealers or anything like that. I just feel that others feel that the way they’re going to get the skin in the game. And the Commission, which they’re not entitled to, is by, you know, charging all these fees. And I think as a as, as working together in a teamwork, if we put those people in front of us, should it cost a company $150 per investor, to to bring them in? No, it shouldn’t. If they’re minimum investments, $100, who in the right planet, whatever, invest in a company that’s losing $50 On every investment. That’s crazy. But that has happened. That has happened, and I’m not including the broker dealer fees, and I’m not including service fees. I’m just talking about the other fees, that credit card and all that ridiculous things that people are being charged nickel and dime. This, like the people that coming from the public company, we’re coming to this space and saying, I’m going to charge you for a signature for this for this for that. And the company doesn’t realize what those things are until they go whoa, wait a minute, what’s going on here? I thought I raise 50,000 I only got a $10,000 Check. That’s that’s to cover all the costs, right? So. So it’s an ecosystem playing together comes with a responsibility. So I’m a big advocate of transparency. I’m a big advocate. I believe that in the next year or so six to 12 months because of the number of reggae offerings and to Andrews point that he’s turning them down. So he’s looking for quality deals. So imagine what the investors are going to, I mean, look at them, right? So they’re going to be looking at, hey, who is this company? Great. I saw the video love the video, but who’s behind who’s the lawyer who’s the auditor, who’s the escrow provider? Who is this. And that’s, I believe, we’re, that’s going to be the one of the differentiators. As we go forward. And really working together as to service point, there should be no surprises during an offering. There should be none meaning you the CEOs here they were still remaining. In this call the here the end here this out. When you need to do something you want to make an ad or anything you need to inform everyone. Because everyone’s livelihood is affected, including yours, your race, you need to inform the lawyer what you want to do, you want to fund the broker dealer to review it, you need to inform the investor position, you need any changes to your offering, anything that you’re about to do you want to do a tradeshow event, not that anybody wants to make sure that you don’t do it, just want to make sure you do it compliantly. So it doesn’t come back and, you know, get all that work reversed. And that’s what a team does. A team is constantly speaking with each other, Andrew and I probably do more client meetings than anybody else. Why because when we take on a client, we’re all on him. Because we’re not the lawyer, I’m not the broker dealer, but we’re going to help them we need to help them. We know if we do it together, we’re going to help the client get there faster. And if you put that in front of it all, everything else is just these are my colleagues that I got to work together to get our client live to be successful in their race. So it when you are putting your team together, that is one of the things that you really need to be very considerate of, and to make sure that you are ready and prepared to work in a team to the team that is going to take you from the pre stage to the stage when you’re raising capital, and it doesn’t end there. And then there’s the post stage. And though that that’s you’ve got to keep that always mentally in your mind as you do this. So closing remarks with thorough review Sara first as as we close up to the hour.

Sara Hanks  54:38

Okay, I think the most important thing once you know when when we when we talk about doing a reggae one of the the gating issues that we always talk about is making sure that you know, what you’re going to offer and but to build on one of the things that Andy says Know who you’re offering it to. Because you know, that’s really important. If you are spending all of your time working on super complicated, preferred share structure. If you’re selling to retail investors, that might be not worth the time, because retail investors in general, just like, Yeah, I have no idea what this is, I’m just investing in the thing, and the team. So know what you’re selling, and know who you’re selling it to, and make your decisions ahead of time, I mean, all of this. To go back to one of the things that we were talking about at the start, you know, choosing the team, set things in stone, do not change in the middle of the offering, because that’s going to waste your time, it’s going to waste the SCCs time, and then everybody will get really frustrated. So do all the research, select the team, select the terms, and then go for it.

Oscar Jofre  56:04

Like your point you’re done.

Etan Butler  56:06

Yeah, I would mirror that. I would say, you know, if I was an issue, or I’d want to work with, with participants on my team that have done this successfully, many, many times. I think there’s I think we’re all getting smarter. As this industry is maturing, we’re seeing what’s working on the technology side on the industry acquisition side, on the marketing side. I think some of the the legal advice and counsel is evolving as well, based on experience with previous filings. We’re at a unique time where innovation meets regulation meets technology, and it’s not slowing down. And so the benefit of working with a team that has worked together in the past many times, I think, cannot be understated. You know, you know, there’s many different applications of this regulation. There’s many different, there’s there’s many different strategies. And there’s private companies that are using this regulation. There’s listed companies that are using this regulation. There’s private companies that are using reggae as a means to go public. That’s a very big thing now that we’re seeing more and more, how do we bypass the traditional VC and private equity, institutional raise and just kind of fill this 50 $75 million raise as a means to ultimately go to NASDAQ. There’s new series, there’s the going public that comm series, which we’re a part of, which is really interesting and fair, you’re working on that as well with us. And there’s, it’s evolving, it’s a fascinating space to be in. But from an issuer’s perspective, who’s approaching this first, for the first time, it could seem like there’s a lot of moving parts, it could seem like there’s a lot of confusion, there’s a lot of firms out there that are making a lot of promises and saying a lot of things. And I think that, you know, I think we’re here to help guide the issuer based on what we’ve seen work, you know, and, and that’s, and that’s important. We try to be really transparent with them. We talk about the pros and cons of different approaches, and help them strategize to hopefully a short successful race.

Oscar Jofre  58:08

Perfect, Andrew.

Andrew Corn  58:10

So I want to make two points. One is, is that oh, we saw a raise that they raise their money they closed in December, were something similar? Well, two things. One is people may already be invested in that idea. But the bigger point for me is, is that what worked last December may not work now. 2020 2021 have shown the mood of the country change more than I have ever seen in my lifetime. The price of advertising is fluctuated more than I’ve ever seen in my lifetime. So what basic click rates are meaning, you know, you getting a 1% click through rate a half a percent or a 4%. Because I’ve seen all of them in these last few years. So what worked three months ago, what works in the spring generally doesn’t work in the summer or the fall, which means everything needs to evolve. So there’s an evolution that’s natural, that’s happening during your during your raise, we call it test measure, refined optimize. And we do those four things from the day we launched to the day, the last of the money is brought in. And then my second big piece of advice is be all and this is not easy to do. It takes longer than everyone thinks it costs more than everyone thinks. And basically you need to be as committed to the process as your team is. There can never be one foot in one foot out. It’s got to be you’re all in if you want to increase your probability of success and really achieve what your initial goal is.

Oscar Jofre  59:54

Nice words. Thank you everyone. Well, you heard it I mean, look, it’s you kept hearing and over and again, it’s a team, team team, we can’t, we can’t over emphasize that word. And when you’re a team, you’re communicating with your team, you’re working together to achieve that goal. And obviously, here’s a team of providers that have been there. Been doing it over and over again. And to answer your question, so I know many of you send, as I said, I’ll repeat again, a lot of questions. Some of those questions we did not cover I believe we did cover some of it. But don’t don’t feel disrupt, we are going to make sure that you do get those answers. as well. Like go always, this recording will be available on YouTube Live and the video library that we have, it’s also going to be transcribed word for word, as well, so you’ll be getting that email. But thank you, Sarah. Aton. Andrew, once again, for taking your time today, to once again, keep re emphasizing the same messages that we do on a day in and day out. Because this is a journey for all of us. Today, I guarantee you, we’ll be doing this again. And when we do do it, we may be adding additional pieces to it. Or it will be because it is an industry that evolving with all of us in sight. So have a fantastic Wednesday to our friends, Sarah enjoy your much needed holiday and joy. I know we will miss you. So for those who are there ready to engage yourself, get an email out there right away. So before she leaves says she can answer all your questions for for the rest of you. Thank you so much. Have a wonderful afternoon. And please Happy crowdfunding we’ll talk soon everyone cheers.

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