Oscar Jofre  05:47

It’s not just about that it’s about all the process they need to go through from A to Zed, which we will cover but it all starts with these two gentlemen right here. You know, Stephen Brock, Scott Pantel, you guys have the beginning as they say you have the com. So let’s get going. The floor is yours.

Stephen Brock  06:36

Thank you. Thank you, Oscar. Scott, great to see you have been in the research advisory space and med-tech for 20 years. Why did you decide that this is a process that you should come to and be involved with?

Scott Pantel  06:50

Well, first, I want to thank Oscar and his team for putting on this event. They play such a critical role in these programs. And I’m grateful today to be a part of this summit and to be a part of the team here. And I’m looking forward to hearing more from the other panelists as we get through this. So why am I here? That’s a really good question. You know, I’m CEO of LSI. And we are a med-tech-focused market research and advisory firm. So we fall within the healthcare space, we really focus on med-tech over the last 20 plus years. Our mission here in LSI is to help venture-funded startups all the way up to the biggest medical device companies in the world, the Johnson and Johnson’s Medtronic, Boston Scientifics. Our mission is to help them make really good strategic decisions. We do that through independent unbiased market research. We are on both sides, both buy-side, sell-side, we also work with investors who invest in the med-tech space that are looking for innovations and new opportunities to the med-tech space is over a $500 billion market. It’s growing rapidly. There’s a huge appetite for acquisition and new technologies in that space. And so over the years, we’ve watched a lot of really interesting companies, more than interesting, amazing companies that can bring a life-saving or life-changing technology to market. We’ve watched them have tremendous success. Along the way, we’ve also watched companies that have an incredible technology that can help patients not make it to the market for several reasons, but one of the main reasons can be a lack of access to capital. So the reason that I’m here today is over the last six to nine months, plus, I’ve been educating myself, largely through the efforts that you put in play and KoreConX’s put into play, I’ve been educating myself about what Regulation A plus has to offer. And I know heads are turning across the board, it definitely turned my head. But the reason I’m here is that I believe that we’re at a moment in time, where this is something that innovators in med tech in healthcare should take a look at and see if this is something that might help them gain access to the capital they need to grow their company, while at the same time maintaining control their company, which is another thing that we’ve seen is companies sometimes get all the way there and we see the CEOs or the founders lose a lot of equity in their company. And that’s actually one of the things that that I think would be helpful if you talked about which is this whole maintaining control of your company while you raise capital. So hopefully that’s an answer to your question, I’d love to hear you talk a little bit about the control item.

Stephen Brock  09:34

Yes, thanks, Scott. Over the years of many companies lose control of their company by venture capital or high net worth individuals investing sometimes large amounts of money and when that happens, they may not always notice that their capitalization table is going below 50%. So one of our programs is to get those materials in the door and show them how we see they can stay in control and go back above control using these two regulations 506(c), as a stepping stone to Regulation A plus. And we’ve been able to find that a lot of these companies, when [uncertain] their cap tables, can see the fact that their ownership is lower than maybe they thought. And then we rebuild that information for them educationally to show them how they can get above that number, from board resolutions to bonuses to sweat equity that they deserve. And our goal is to make sure, it’s one of our mottos, how do we get you back in control as the founder? We don’t want you losing that passion. And that passion comes from being able to stay in control, run your company, and of course, have some exits at some point in time. Because a lot of companies that I’ve talked to have been in business as long as 15 years, and they’re still waiting to get to the final end. So staying in control is really key for us. And we show you how to do that. That is our objective. And we’ve got a lot of educational materials on that as well.

Scott Pantel  11:12

That’s great, Steven, you know, I know in the audience, we have companies from a wide range of stages of development. And here in LSI, we work with companies, as I mentioned earlier, from the seed stage all the way up to the later stage, and even to IPO acquisition stages. Is there a stage of development that a company needs to be at, to really start thinking about this? At what point are they ready? Or maybe are they too early? Can you talk a little bit about the stage of development, as we have CEOs on the line here that are may be wondering if this It’s time for them or if they should be waiting?

Stephen Brock  11:47

Great question, Scott. And companies have to have patents, they have to have IP, that’s first and foremost. If they don’t, then it’s much harder to raise capital that way. So to answer that question, they can be a startup and as long as they have patents and are working to raise money, it’s really about the story. What are we going to end up with at the end of this clinical trial, if we get to a 510 K, application accepted? What does it look like for saving lives and saving people across the globe with this particular company, this particular industry? And so those companies can start earlier than they thought. Many companies we talked to sometimes think the valuation of their company is much lower than we see it as when we’re done our analysis. So pre and post-valuation are critical to being able to see the kind of funding that they have available to them. Most companies I’ve spoken to, I think, really one has not been able to utilize a way to raise capital in these markets based on not having patents, not having done the work necessary to be able to get to liquidity programs that they can raise money from regarding Regulation A plus and 506(c). So that brings me to a question for you, Scott, when you’re putting on these summits once a year where you’ve got hundreds of people that show up, what do you see in the type of companies that are raising money at your events? How does that work out? And what does it look like?

Scott Pantel  13:23

Sure.

Scott Pantel  13:25

So we hold the annual event in Southern California, and we’re launching a meeting in 2022, where we’ll be hosting an event in Europe. And the point of the event is to bring together what we think are really, really hot innovators that are raising capital, we want to put them in front of our membership, which is largely accredited investors and the big strategics of the world that have that appetite for acquisition. But our mission at these events is to talk about the future of the industry and provide a platform for these companies to raise capital. The companies that we typically have at our program are series A or later, we will occasionally have a seed-stage or earlier stage company at the event, they usually are unique, maybe the CEO has multiple exits, or the company is ramping up really quickly. But typically we’re at series A, B, or later companies. And I can tell you that one of the challenges that some of these companies have is the traditional venture capital funds and there are some out there that are investing early stage and we welcome that. But many of them want the companies to go out and get more data to get closer to revenue or at a commercial stage. And so a lot of the companies are too early for the traditional VCs that we have seen out there and that’s another reason why I think this you know, Regulation A plus is something to take a look at because as you mentioned, you don’t necessarily have to be generating revenue or that far along.

Stephen Brock  14:57

Yeah, we had a great company out there, Scott that we told about there was preclinical and pre-revenue and raise $60 million using Regulation A plus. So that’s a sweet story to look at.

Scott Pantel  15:07

So kind of another question that I know comes up occasionally, and more often it’s an increasing question that I’m getting is, and I’d love your experience on this. I know you’ve looked at a lot of companies. If I’m the CEO of a healthcare startup, and I’m considering the traditional path of raising, say $40 million through a VC path. And now I’m considering a Regulation A path, and it’s the same fundraise size, it’s a $40 million deal. How does? How does it look at the end of the day, in general, I know every deal is different. But what am I giving up? In general, if I go VC path versus what would I potentially be giving up in terms of equity if I went RegA+? I know that’s kind of teeing that up there for you? I think it’s a really important question.

Stephen Brock  16:01

It is, and just as a precursor to that, using digital raises has allowed more companies to raise money than in the old-fashioned way. And so what we see with VCs versus, A+’s and 506(c)s, as we do comparables. We’ll use pitchbook as a comparable up against what we showed the company in pre and post-money valuation. And so it’s called deal analytics for us and one of our tabs. And that will then show the company that maybe they give up 10% in and A+ 40 to 50% in a VC. So it’s a three to four-time ratio. Always from what we have built out so far, it could change. But we’ve done about 100 presentations of this. And that’s the average that we see 10% in A+ is given up dilution-wise to the company, and 40 to 50% in a venture capital program. And that’s normal. And why do they get a better rate at the A plus, that’s because they’re allowed to have investors across the globe come into their deal? And that helps a lot because one, VC isn’t giving them $40 million, and asking for the world. People are seeing those VC term sheets, I’ve talked to people who’ve been in six exits. And those VC term sheets are killers. And so if you’re out there raising capital under Regulation A+ and 506(c), you will have less dilution dramatically. And that is what we see all the time.

Scott Pantel  17:35

Let’s talk about the investors then. Accredited versus unaccredited investors in the title of this summit, we talked about beyond crowdfunding. So you know, it’s Main Street versus Wall Street. Talk about unaccredited versus accredited, what’s the so what of that component?

Stephen Brock  17:55

Well, the nice thing is when being able to market your company across the world, we have heard statistics that is much as up to 80%, are buying securities off their cell phone. So they’re able to have a minimum investment, let’s say of $1,000, and when you have that many investors are being impacted by the company that they’re looking at then maybe their mother had an issue with diabetes, or maybe there are heart valve issues or bypass issues, there’s a lot of companies in those spaces. The impact investing that comes from that is because those people, the smaller investor, are now finally allowed to invest. In the old days, we always heard about how, oh man, I was in that IPO, and I got five times what I put my money into, but they were always higher-level accredited investors. Now Middle America, less Middle America, higher Middle America, the whole globe, can invest in these companies. So you now have the beauty of being able to have everyone have a look at being allowed to make more money than they’ve made before. So the democratization of capital has also occurred here so that everybody has a chance to invest. That is why it’s so important to have these summits have the educational issues, because again like I said, nobody that I have spoken to knows this exists. And they are always surprised that they had that chance to raise this additional capital and not have to go the VC route, and most are turned down by venture capital. So there is no reason not to at least look into this and or not use it as a tool to raise capital. It’s an option. And it’s a great option because the government opened it up to the US and Canada to use as a tool to raise capital in the JOBS Act from 2012. And that says a lot about Obama seeing that that was necessary back then. And it has just grown from there to where people have a tool to raise money in these sectors that we focus on Scott, the med-tech, the pharma, the biotech, and the life science industry only, you won’t have us looking at car companies, you won’t have us looking at real estate, we only focus on making sure these companies have the educational tools necessary to make an informed decision on raising capital in a new way, a digital way, and not having to go around carrying their decks and get on planes. And going from one location to the next. A great story is what [uncertain] did in June of 2008, got on zoom, talk to 1000 fund managers raise $3.8 billion first digital raise like that ever. The problem was owners only had 3% left of the company, our goal and we show that in all the spreadsheets that we hand into people 70, 60% at the minimum is what they have still in ownership after we’ve projected out a 30, 40, 50, 60 million dollar raise.

Scott Pantel  21:10

That’s, that’s terrific. And you talked about it.

Stephen Brock  21:13

And it’s fun to watch, man. I’m telling ya is the greatest thing in the world.

Scott Pantel  21:17

You know, I know we’re gonna get to this later in the call when we talk to the investor acquisition folks, but this idea of impact investing, and Oscar framed it up, and you’ve kind of touched on it. But you know, one of the observations and one and one of the other reasons that I’m here, the med-tech industry has been very good to LSI, it’s been very good to us here. But we want to play a role in you know, in doing something good and having an impact ourselves. And we believe connecting companies with capital and therefore getting that technology out to the market is hopefully, in some small way we get to help play a role. He talked about the democratization of capital. And one of the things in our industry is this concept of the democratization of healthcare, we have nearly 8 billion people in the world and 2 billion really have access to quality health care. And so this market is going to continue growing. And when I say this market, I mean healthcare and med-tech, there’s a tremendous appetite for new technology. So it really is truly an exciting time. And I know that we all keep talking about this moment in time and that we’re at this turning point. And I’m sure that at some point, Oscar will reshare his perspective on that moment in time that it feels like we’re all at, but it’s just so exciting to be here today. One of the other things, Steven, before we get into it with the other groups that I think is important to note is, I think there are some myths around it. And just some simply from lack of information. I know I didn’t really understand the concept with regard to this program. But can you talk a little bit about selling shareholders and how it fits into the program? I think that’s maybe you can top line that for us?

Stephen Brock  22:55

Yeah, that’s a great question. Um, well, we are showing companies is that they have the availability, to have some of their, let’s say, older investors be able to have a liquidity event in the A plus, so that we do a spreadsheet, show them what those shareholders look like as far as how many shares they have. And maybe they can sell 10, 20% of their holdings into the Regulation A plus and have a small liquidity event have a small ROI on what maybe they’ve been with the company for five, seven years. But another neat piece to that is selling shareholders could come from a 506(c), use it as an incentive. So that you can raise your first four or $5 million in capital, let’s say and explain to them that when we go do our Regulation A+ will allow you to sell X amount of stock in that. And that then helps them be able to monetize their securities that maybe they didn’t think they had a chance to do if they bought in that 506(c). So that allows them to have a monetization event in Regulation A+. And maybe they won’t want to sell any of their shares because the company has such a vibrant potential of going public someday, of an M&A potential. So they may not want to have that available to them or even use it. The company would make that decision, but it’s a great incentive for them to get their first shares sold in a program that they don’t need to know the investor so 506(b) in the old days, you had to know everybody. 2013 comes around, you could let the world know that you were selling all those accredited investors, about eight and a half million in the US are able to be notified that they could invest in this company early and possibly monetize their shares in the Regulation A plus. So that’s selling shareholders. I hope its top line, but then we take the time to show the detail of what that looks like to every company that wants to talk about it.

Scott Pantel  25:00

That’s great. Thank you for that. I know we have, we’re gonna follow up with our chat here with the folks that are making it all happen in the details. And that’s in bolts. I’m going to ask Oscar later, I’m just gonna say it again, I hope he’ll share his view on this moment in time that it feels like we may be at Stephen, do you have an opinion? Is it a moment in time? Are we early? Are we late? Where are we at in your I just want your personal opinion in terms of Regulation A plus.

Stephen Brock  25:30

A plus, I think we are right on time. And in fact, what’s really interesting is COVID allowed this to occur, more so because it’s really ramped since 2020, and 2021 because you had people not able to go out. They had to find a way to talk with people. And of course, the productivity is grown through the roof with using zoom and other tools to have video conferencing but being able to be at the front end of all of this, like we are Scott and Oscar, and all the people on this panel today is able to show the country, there is another way to raise capital, and we need these products, these drugs to get to market faster, it can take 8, 12 years, if they had 50, 60, 70 million dollars, they could start getting that out the door to more scientists, more tools that they need to build if they had the capital to do it. And so many of them don’t. And so many of them fail because they don’t have the capital, and they had this great IP. And they are all so smart. I haven’t talked to anybody that isn’t brilliant in these spaces, personally. And so it’s enjoyable, whether they’re young or older, and have been around the block and having a few exits, they get the potential of this, and we try and explain to them, let’s not use VC, let’s not be addicted to the VC models in the old days. Let’s get to where today is the digital raise all the way through, not just pieces, but every single piece should be digital. And that way you can run your company and you can have companies run the raise. And that is one of our mottos. So it’s right now, it’s if anybody had told me, they heard of Regulation A plus, when I talked to them, I would have said, great. But that wasn’t the case, it was always what. And that’s good. Because that means we get to teach. And then they can take that and run with it.

Scott Pantel  27:35

Okay, that’s great, what one thing I just have to add, and I know that we’re going to talk about this later, but for some companies, traditional VC will continue to be the right path. But for many others, this is something that they need to take a look at. And so I don’t want to discount the role that VCs play in our industry. And it’s just important that everybody understands what this has to offer. And we’re bringing everybody into this so that negotiations become stronger. And I know Oscar has an opinion about this. But anyway, again, it’s a pleasure to be here. Thank you. And I look forward to the rest of the sessions. Thanks, Scott.

Oscar Jofre  28:08

Guys, that was really, really well put at the end. And, you know, there is one comment that I’ll make there, Scott, regarding venture capital, private equity, the whole idea of democratization, some people think it’s one bucket over here, one bucket over there. It’s not, it’s about giving everyone an equal chance to participate. So I truly believe that we’re now finally at that crossroad, where venture capital private equity is recognizing the power of how this capital can be raised, and how they can participate and still bring value. There’s one particular company that I’m watching this, they call it the new venture capital model, where all the shareholders are treated equally. It’s with venture capital at the board helping management. See, that’s the real value here because the crowd can be an ambassador, but management still needs guidance and assistance. So I firmly believe that there’s a balance here that needs to happen because both capital is what the company needs. And one is just purely capital. But the other one is mental capital that experience of operating these businesses scaling from, you know, $5 million company in revenue to 10 million to 50 million, and so on. So it’s pretty exciting. You guys really let that well off giving everyone a great insight into this new vertical that, you know, I am really pumped and I really believe that with this change is 75 million and I know if anybody watched any of our KoreSummits, one of the commissioners that we had, at our event, one of our speakers asked her, you know, what’s the intent to be 75. In fact, the SEC they were shooting for a minimum of 100 million, so you know, they’re thinking about you, they know that this sector needs more than 75. So, and the fact that they allow you to do it every 12 months, wow. So imagine if this gets increased to $100, $150 million per year, how much more impact we can do.