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Regulation D Resources

A “SAFE” is a “Simple Agreement for Future Equity” and is an agreement that provides the holder with an option to purchase equity in a company in the future at a valuation and share price to be determined in the future. These agreements are being used more frequently – but are they the right fit for your company?

In general we see SAFEs working well with sophisticated institutional type investors rather than the average individual “retail” investor.  The main reason for this is the complexity of the agreement and the fact that the valuation is an unknown for the investor at the time of the SAFE agreement execution. It is also important to note that a SAFE agreement is considered a security and thus needs to be sold through a proper and SEC compliant offering.

When executing an offering under Reg CF or Reg A+ where the focus is retail investors we believe the issuer is typically better positioned for success by selling common equity from the outset and using a defined valuation rather than using a SAFE agreement.  

Interested in raising capital for your company or project?  Call us today to discuss! (720) 586-8610.

Regulation A+ issuers have two primary update filings that are submitted to the Securities and Exchange Commission (“SEC”) each year.  

Form 1-SA:  The Form 1-SA is the semi-annual update filing that is submitted to the SEC.  Form 1-SA must be filed by issuers that have completed a Tier 2 offering under Regulation A+. Semi-annual reports on Form 1-SA provide disclosure covering the first six months of the issuer’s fiscal year, and must be filed within 90 calendar days after the end of the period covered by the report. Form 1-SA requires disclosure including: management’s discussion of analysis of financial condition and results of operations, financial statements (which are not required to be audited or reviewed) and certain exhibits.

Form 1-K:  Form 1-K is the annual update filing that Regulation A+ issuers submit to the SEC. SEC Form 1-K must be filed on an annual basis with the Securities and Exchange Commission by issuers that have completed a Tier 2 offering under Regulation A+. 

This annual report, which must be filed within 120 calendar days after the end of the fiscal year covered by the report, includes two parts. Part I of Form 1-K is delivered in XML (eXtensible Markup Language) format and contains basic information on the issuer along with details on the Regulation A+ offering.

For Part II of Form 1-K the issuer must disclose information on its business, directors, officers and security-holders. Disclosures must also include information on related party transactions and interest of management and others in certain transactions. The issuer must also share audited financial statements for the two most recently completed fiscal years as well as analysis of financial condition and results of operations.

Regulation D Resources provides services for the completion and filing of Form 1-SA and Form 1-K filings.  In general, these filings are fairly straightforward to prepare.  

Questions on Regulation A+?  Call us today – (720) 586-8610. 

Regulation D Resources will be closed Monday, Feb. 20th in observance of Presidents Day. We will re-open for business at 9am MDT on Tuesday Feb. 21st.

Securities offerings that allow general solicitation of the public can benefit greatly from the execution of press releases related to the launch of the capital raise and progress updates.

Below are three reasons why Press Releases should be a regular part of your offering promotion strategy:

-Announcing the Launch of the Securities Offering:  The obvious first press release used in conjunction with a raise is the release announcing the launch of the offering.  There are several reasons why this is an important release.  First – the release seeds Google and other search engines with additional information and page hits for the issuer entity.  This is especially helpful if the entity executing the raise is a newly formed entity without much operational history that would be picked up by search engines.  Second, the release can also generate excitement around the company and offering and can accelerate initial capital investment into the company and create momentum for the offering.

-Update Press Releases:  Press releases can also be issued to update the public on material changes with the company and updates on offering progress.  These releases can also build confidence with fence-sitter investor prospects who want to see some success with the raise prior to investing.

-Notice of Webinars:  Press releases are also a great way to notify the public of webinars that introduce investor prospects to the company and allow for a question and answer session.  These webinars can be run on a regular basis and allow the issuer to promote the company, the offering and build confidence with investors by answering questions and engaging in direct interaction with prospects.

Interested in executing a capital raise?  Call us today to discuss how we can assist your company in preparing and executing a Regulation D, CF or A+ securities offering.  Call Today!  (720) 586-8610   

The Securities and Exchange Commission rule changes from 2015 (Regulation A+) and 2021 (Regulation CF updates) have created significant interest in executing capital raises under these programs. Both Reg CF and Reg A+ share a common and key advantage:

A Seamless Three Minute Investment Process

The subscription processing technology that deploys into Regulation D Resources Reg CF and Reg A+ investor raise portals is a key advantage to executing under these programs. Unlike a Reg D 506(c) offering where the investor must provide verification documents, the CF and A+ offerings provide a quick, efficient and non-intrusive investment subscription process for the investor.  It would take longer to purchase a t-shirt from Amazon than it would to purchase shares in a company using a CF or A+ raise portal. There is also the advantage of being able to generally solicit the public and raise funding from all investors – not just accredited high net worth investors.

This is a key advantage as engaging an investor and getting them through the subscription process efficiently is critical to sales conversions.  In our modern society, we expect things to be simple and efficient. The investor dedicates three minutes to providing some basic information and choosing payment rails to tender the subscription with no additional hassles of uploading CPA letters or other verification documents.  

Interested in learning more about the advantages of “Direct” Reg CF and Reg A+ offerings?  Call us today to discuss!  (720) 586-8610.    

Merry Christmas and Happy Holidays from Regulation D Resources! Our Golden, Colorado offices will be closed Friday, Dec. 23rd and Monday, Dec. 26th. We will reopen for business Tuesday, Dec. 27th.

We wish everyone a happy and safe holiday season!

Please note the Regulation D Resources offices will be closed Friday, Nov. 11th in observance of Veterans Day. We will re-open Monday, Nov. 14th at 9am MDT.

Regulation D Resources had four client companies showcased at the Life Science Intelligence Medical technology Conference Sept. 21-23rd in London, England.

“It was really fantastic seeing four of our Regulation A+ clients getting some phenomenal exposure for their respective companies” said Regulation D Resources President Doug Ruark.

The event was the European sister event to the Dana Point, California Conference LSI hosts every year.

“Scott Pantel and the amazing team he has at LSI (https://www.lifesciencemarketresearch.com) really put on a first class event showcasing emerging med tech companies and Regulation D Resources is proud to be a part of this event each year” said Doug Ruark.

RDR client companies included McGinley Orthopedics, Healthy Sole, Medical 21, and Kurve Therapeutics.

Please note that we have a planned fee increase for our “Direct Issuance”  Regulation CF Offering Preparation Services that will occur on Sept. 1, 2022 at 3pm MST.

The fee for our Reg CF offering preparation services will be increased from $10,000 to $12,000.  The fee is paid $6,000 to engage our services and the balance is due 30 days net from engagement.

Modern exempt securities offerings have come a long way in the last 10 years in terms of SEC rule changes, marketing capabilities, and the technology administering these offerings.  Today we are going to analyze a few of the benefits of high technology securities offering and investor management solutions for Regulation A+ offerings.

Investor Engagement and Subscription Processing

A Tier 2 Regulation A+ Offering mimics a public offering in terms of investor engagement and acquisition capabilities. The offering can be generally solicited to the public and everyone can invest – not just accredited investors.

These offerings are administered using investor web portals that engage the investor prospects from the issuer’s marketing and promotion, and then provides them access to the disclosure material and ultimately takes them through the investment subscription process. Regulation D Resources, in addition to executing industry leading Regulation A+ SEC filing work, also builds and deploys Regulation A+ investor web portals.  

A benefit of Regulation A+, in addition to accepting investment from the entire investing public, is the investment subscription process is a three minute affair and devoid of uploading verification documents, etc.  There are several technology providers in the industry that have technology for this portion of the process – we prefer using the technology from KoreConx (www.koreconx.com).  KoreConx is an industry leading transfer agent and end-to-end subscription technology provider that provides a seamless three minute investment process for investors and also provides cap table management and related services after the investment offering is completed.  The subscription process runs right on the investor portal website so investors are not transferred to a third party website to process subscriptions and electronically sign documents.  Further, the system can handle multiple payment rails so credit card, ACH, wire, and “crypto to fiat” are all options for payments.

Cap Table and Investor Relations Management

Now that you have executed your raise – you need to manage these investors as shareholders of the company.  This is another reason we prefer KoreConx as technology partner – the Kore system also has an entire back-end system for management of the investors, cap table, share transfer, shareholder voting, shareholder meetings, etc.  These tools allow even a small company to manage a large number of shareholders very effectively.

Engaging investors effectively and transiting them through the subscription process efficiently is a critical component to an offering.  A Regulation D Resources built investor web portal running KoreConx back-end technology is the premiere choice for executing and managing a Regulation A+ offering.

Interested in a Regulation A+ offering for your company?  Questions about the technology used in these offerings?  Call us today to discuss!  (720) 586-8610

About Regulation D Resources Enterprises, Inc.

1536 Cole Blvd., Suite 220, Lakewood, CO 80401

www.regdresources.com 

(720) 586-8610

Regulation D Resources (“RDR”) was formed in 1999 to provide Private Placement Offering preparation, SEC Filing preparation, and offering execution support services to entrepreneurs and growing private companies.

Headquartered in Lakewood, Colorado, RDR is one of the leading Regulation D, Regulation CF and Regulation A+ SEC filing service providers in the United States with a comprehensive matrix of services that spans transaction structuring, offering preparation, quarterbacking the offering preparation process, assistance with SEC and State securities filings, and access to the capital markets through RDR’s broker-dealer relationships and FINRA broker-dealer resources.

About KoreConX

Founded in 2016, KoreConX is the first secure, All-In-One platform that manages private companies’ capital market activity and stakeholder communications. With an innovative approach to ensure compliance with securities regulations and corporate law, KoreConX offers a single environment to connect companies to the capital markets and now secondary markets. Investors, broker-dealers, law firms, accountants and investor acquisition firms, all leverage our eco-system solution.