latest news from
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.

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. 

We are excited to announce that Regulation D Resources client HealthySole, Inc. has obtained qualification on their Reg A+ offering! It was a pleasure working with the HealthySole team and thank you for trusting the team at Regulation D Resources for your Reg A+ offering preparation and SEC filing work!

Congrats to Facible Biodiagnostics on your qualified Reg A+ offering and thank you for trusting the team at Regulation D Resources for your Reg A+ offering preparation and SEC filing work!

For Immediate Release

Medical 21, Inc. Engages Regulation D Resources for Regulation A+ Offering Filing Preparation

June 27, 2022

Regulation D Resources Enterprises, Inc.

1536 Cole Blvd., Suite 220

Lakewood, Colorado 80401

(720) 586-8610

Regulation D Resources (“RDR”) is proud to announce that Medical 21, Inc. engaged RDR to prepare a Regulation A+ Tier 2 securities offering. The offering is being prepared and executed in conjunction with Medical Funding Professionals (“MFP”) (www.medicalfundingpro.com), Life Science Intelligence (“LSI”) (www.lifesciencemarketresearch.com) and the Med Tech funding eco-system that MFP and LSI have created.

Manny Villafaña, Ph.D.Sc., named the Living Legend of Medicine, has dedicated the last 50 years of his career to founding companies that develop and deliver successful medtech innovations to the healthcare market. His substantial and lasting contributions to the industry have been responsible for the advancement of cardiac medical devices time and time again. 

Dr. Villafaña is the Founder and CEO of Medical 21 — a company developing a functional artificial artery for cardiac bypass surgery. A groundbreaking graft like theirs would eliminate the need for blood vessel harvesting in cardiac bypass surgery patients, which would reduce complications, pain, costs, and time spent in surgery and recovery. With 7 IPOs under his belt, Medical 21 is Manny’s eighth medical device company — and the most exciting one yet.

“We are extremely excited to have Medical 21, Inc and Dr. Manny Villafaña as clients of RDR and working with this fantastic team at Medical Funding Professionals and Life Science Intelligence. I’m very proud of the team at RDR performing for this client with a 90 day filing preparation timeframe and four day “no comment” turnaround on the SEC submitted filing. Medical 21 is positioned for success and we are grateful to have played a part in assisting them with the preparation and SEC qualification of their Tier 2 Regulation A+ offering”, said Regulation D Resources President Douglas Ruark.

______________________________________________________________________________

About Medical 21, Inc.

15070 23rd Ave North, Minneapolis, MN 55447

info@medical21.com

Medical 21 is a developmental stage medical technology company that is revolutionizing heart bypass surgery with an artificial graft called MAVERICS. Founded by Manny Villafaña, Ph.D.Sc., a “Living Legend of Medicine,” our company has developed a graft that allows the heart bypass procedure to be done without harvesting vessels from the body. Medical 21’s Regulation A offering and circular may be accessed here:  www.investinmanny.com

About Medical Funding Professionals

Medical Funding Professionals is a registered investment advisor firm providing capital and cash flow planning solutions to the medical industry, including life sciences, biotech, medtech, and pharmaceutical sectors. Their Capital Planning Valuation Strategy (CPVS) ensures founders and key executives maintain control of their companies as they raise capital and grow. Medical Funding Professionals compliments its advisory services by providing further guidance on how to utilize the updated private company exemptions such as 506c for accredited investors and Reg A+ which allows a company to raise up to $75M from both accredited and non-accredited every 12 months.

http://www.medicalfundingpro.com

About Life Science Intelligence

LSI is a medical technology-focused market intelligence & consulting company that helps medtech executives make informed strategic decisions by better understanding market dynamics, trends, opportunities and the competitive landscape.

https://www.lifesciencemarketresearch.com

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.

Regulation A+ Disclaimer

This communication may be deemed to be a solicitation of interest under Regulation A under the Securities Act of 1933, in which case the following apply:

• No money or other consideration is being solicited, and if sent in response, will not be accepted;
• No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date;
• A person’s indication of interest involves no obligation or commitment of any kind; and 
• An offering statement, which would include a preliminary offering circular, has not yet been filed with the SEC.

We are excited to have two featured speakers in the upcoming KoreSummit for raising funding for Medical Technology companies: Douglas Ruark, President and Nicholas Antaki, General Counsel of Regulation D Resources.

Regulation A+ is quickly becoming the default choice for medical technology companies seeking to raise funding. Join us and other industry leaders for the KoreConx summit on funding options for the Med Tech industry.

Regulation D Resources President Douglas Ruark sat down with Jason Fishman of Digital Niche Agency recently to discuss Regulation A+, Regulation CF and the marketing of these offerings to potential investors. If you are seeking to raise funding from investors – watch this podcast for some insight on how these offerings are promoted to the public.

Exciting news! V3 of our critically acclaimed Investor Web Portal Software system is launching March 2022. Stay tuned for updates on the system enhancements and user features added to help you manage your Reg D, CF or A+ offering more effectively!

Our offices will be closed Monday, Feb. 21, 2022 in observance of Presidents Day. We will re-open at 9am MST Tuesday on our normal hours.

The Regulation D Resources offices will be closed on Monday, September 5th in observance of Labor Day.  We will re-open Tuesday, September 6th at 9am MT.

Have a safe and happy holiday weekend!

RDR has completed development of three sample RDR 506(c) Investor Portals for technology, oil and gas, and real estate sectors. These models will show the front “public” side of the portal and how it promotes the subject company and the offering.  The goal?  Energize potential investors into creating investor prospect accounts to access the PPM document, review offering terms, and ultimately invest using the portal for the process!

View our Sample Model Portals for Three Sectors: Technology, Real Estate, and Oil and Gas Sectors located here:

• Technology Company 506(c) Investor Portal
• Real Estate Company 506(c) Investor Portal
• Oil and Gas Company 506(c) Investor Portal

RDR’s 506(c) Investor Portals further enhance the high end offering materials created by RDR in RDR’s normal Offering Preparation and Execution Service package. Ready to have all of the tools needed to crowdfund your company or project? Regulation D Resources provides the entire matrix of needed services and support to achieve success in the capital markets.

Call us today with any questions, to place a pre-order for a platform, or to inquire about our offering preparation and execution support services: (303) 984-4883

Our offices will be closed on Tuesday, November 11, 2014 in observance of Veterans Day.

We will reopen on normal business hours on Wednesday, November 12, 2014.  We wish all of our clients, strategic partners, and supporters a happy and safe Veterans Day holiday and we thank all U.S. veterans for their service to our Country!

Today the SEC voted to implement the JOBS Act 506 rule change allowing general advertising and solicitation of Regulation D 506 offerings sold solely to accredited investors.

The proposed rules will require issuers that make use of the 506(c) offering to file Form D 15 days in advance of advertising the offering, and may require the issuer to potentially provide more information about their company. Issuers may not advertise their offering prior to the 15 day Form D filing window.

The SEC also issued rules regarding the issuers responsibilities to ensure investors are accredited under the new 506(c) exemption.

The methods described in the final rule include the following:

• Reviewing copies of any IRS form that reports the income of the purchaser and obtaining a written representation that the purchaser will likely continue to earn the necessary income in the current year.

• Receiving a written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant that such entity or person has taken reasonable steps to verify the purchaser’s accredited status.

The new rule change will be deemed active 60 days after it is issued and entered into the Federal register.  We will provide updates as we learn more about this exciting development.