latest news from
Regulation D Resources

Please note we will be closed September 4th in observance of the Labor Day holiday. We will re-open September 5th at 9am MT.

We hope everyone has a safe and happy Labor Day weekend!

Most people are familiar with the concept of a “retail” broker dealer as it relates to a securities offering. A retail broker dealer operates in the traditional sense meaning they are actively selling securities on behalf of an issuer and raising capital.  

There has evolved over the last 10-15 years a speciality type broker dealer that we term “admin” broker dealers. These broker dealers specialize in serving as broker dealer intermediary on a Regulation CF offering or broker dealer of record on a Regulation A+ offering. While admin broker dealers certainly may still raise funding and sell securities – the primary mission is compliance. An admin broker dealer’s role is to manage the compliance aspects for an offering, support the issuer on any compliance needs, and serves as the “managing” broker dealer should other retail broker dealers begin selling the offering.

Admin broker dealers serve an important role – whether as the required broker dealer intermediary for a “Direct” Regulation CF offering or as broker dealer of record for a Regulation A+ offering.  

Regulation D Resources has developed an unparalleled eco-system of both retail and admin broker dealers that our clients have access to for their Reg CF or Reg A+ offerings.

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

Tier 2 Regulation A+ has revolutionized the process for capital syndication with more companies every year choosing to deploy Regulation A+ offerings to raise capital. An interesting dynamic associated with Regulation A+ and investment funds is the ability for a fund to operate in an “evergreen” manner by using the selling shareholder feature of Regulation A+ to provide shareholder liquidity.  More detail on these concepts is below:

1. Selling Shareholder Feature: In the context of securities regulation, a selling shareholder refers to an existing shareholder of a company who is selling their shares to other investors. In a Regulation A+ offering, existing shareholders may be allowed to sell their shares alongside the company’s primary offering with up to 30% of the offering dedicated to selling shareholder sales. This can provide liquidity for these shareholders and allow them to realize gains from their investments.
2. Evergreen Fund: An evergreen fund is a type of investment fund that continuously operates, meaning it continually offers new shares to investors while redeeming existing shares. This setup allows the fund to be “evergreen” in nature, with a perpetual cycle of fundraising and capital distribution. By using Regulation A+ each year to syndicate new capital the fund can not only raise additional funding for new investments but also provide a liquidity event for current fund shareholders.

Prior to Tier 2 Regulation A+ many funds would operate “closed end” with a definitive fund termination date in order to provide for liquidation of assets and liquidity for investors. The selling shareholder feature of Regulation A+ changed the dynamic on how fund managers view liquidity and the ability to operate in an evergreen manner. 

Interested in executing a Regulation A+ offering? Call us today to discuss: (720) 586-8610

Small and medium size companies are using Regulation CF, Regulation A+ and Regulation D 506(c) to publicly solicit investors and raise private capital with the combined totals for those programs in the trillions of capital successfully syndicated each year. The ability to generally advertise and solicit the general public for investment has transformed the ability for small and medium size companies to access private capital.

A key tactic that is being deployed is the use of webinars to engage investor prospects, inform them about the company’s forward plans and offering, and engage in a question and answer period at the end of the webinar. This format also allows the management to engage face-to-face with potential investors and interact with them in a very direct and meaningful manner.

Following are some keys for managing your webinars to maximize your investor engagement:

Engaging Opening: Start with a strong opening that captures attendees’ attention. You could use a thought-provoking statistic, an impactful quote, or a brief story related to the compelling nature of the company, fund or project.

Storytelling: Weave storytelling into your presentation to make the content relatable and memorable. Share real-world examples, success stories, or case studies that highlight the potential benefits of the investment.

Data and Insights: Provide data-driven insights that support your claims. Investors are often interested in facts and figures that demonstrate the potential return on investment.

Transparency and Honesty: Be transparent about risks and challenges associated with the investment. Address potential concerns upfront to build trust and credibility with investors.

Live Demonstrations or Case Studies: If relevant, consider showcasing a live demonstration or a detailed case study to illustrate the practical aspects of the investment opportunity.

Timely and Relevant Information: Include up-to-date market information, recent industry developments, and any pertinent news that could impact the investment landscape.

Call to Action: Conclude the webinar with a clear call to action. This could involve encouraging investors to schedule follow-up meetings, access additional resources, submit questions for further clarification, or to proceed to the company’s raise portal to tender investment.

Feedback Collection: Ask participants for feedback on the webinar’s content, format, and overall experience. This information can be valuable for improving future webinars.

Promotion and Accessibility: Promote the webinar through appropriate channels to ensure a wide audience reach. Also, consider offering multiple time slots to accommodate different time zones.  Further, schedule a new webinar every week or two to allow new investor prospects the ability to participate.

Remember that an engaging investor webinar is not just about disseminating information; it’s about creating a meaningful and interactive experience that builds trust, informs, and inspires your investor prospects.

Interested in executing an offering to raise capital?  Call us today to discuss! (720) 586-8610.

The ability to execute a Regulation CF Offering “Direct” wherein you bypass launching on an SEC approved Reg CF crowdfunding platform has some significant advantages. Certainly the ability to use a custom Reg CF investor raise portal website that is purpose built to administer your CF raise is a major advantage over the basic raise pages of the crowdfunding platforms. Further, execution costs are lower and you are also not launching your CF raise alongside 400 other deals that could capture your investor prospect’s attention and investment capital.

A primary advantage of the “Direct” Reg CF approach is control of your investor and prospect data. When you execute a Reg CF raise on the big platforms your company loses control of that data. So if your marketing funnels 10,000 prospects to that raise page in a month – that is the platform’s data to own and control.

Executing a successful capital raise and follow-on raises requires being able to properly re-target prospects that were interested in your company initially. The Direct Reg CF Offerings that Regulation D Resources executes allow full access to and ownership of all prospect and investor data. That allows the client to more effectively utilize that data to execute a successful initial and follow on capital raise.

Questions about a Direct Reg CF offering?  Call us today to discuss – (720) 586-8610.   

Regulation A+ has seen exponential growth in issuer use and the volume of capital raised year over year since the 2015 rule changes that created the Tier 2 Regulation A+ program. More companies and funds are realizing the investor acquisition capabilities of the program and are opting to execute under Regulation A+ to maximize their capabilities for raising capital.  

One significant benefit that Regulation A+ has is the selling shareholder feature. Regulation A+ allows up to 30% of the offering amount to be securities sales from existing shareholders selling their personally held shares through the Regulation A+ offering and at the Regulation A+ offering price. This feature has been especially popular with asset funds as it allows an asset fund to offer a liquidity option for the fund’s investors that does not require the selling of fund assets to leverage cash for a redemption of shares. 

In fact, the selling shareholder feature is so effective for asset funds that many of these funds that were going to operate with a fixed term are now able to operate in an “evergreen” model as liquidity is provided for through the annual Regulation A+ offering being executed by the fund.

Interested in a Regulation A+ offering? Engage the experts in Regulation A+ offering preparation and Regulation A+ investor portal builds. Call us today to discuss! (720) 586-8610.

As a company that performs work preparing corporate clients for executing securities offerings we are in the unique position of seeing market changes early in their lifecycle.  As business confidence starts to drop we immediately see the impact in terms of volume as corporate issuers will pause capital raising efforts if the forward looking data is negative regarding the economy.  We saw the impact of the Covid19 pandemic as early as January 2020.  We also see the signs of recovery sooner than most as business clients tend to look 6-12 months out for planning business expansion and related capital raise activities.

At this point we are seeing the green shoots of an economic recovery.  Internally we are seeing transactional volume returning to pre-2020 levels of activity and the overall public securities markets are now showing signs of an economic recovery:

– The rate of inflation is dropping quickly
– Retail sales came in stronger in May than expected
– The S&P500 is now clearly out of bear market territory and has started on a new bull market run higher
– The UMICH gauge of consumer sentiment came in higher than expected for June
– U.S. manufacturing sentiment was up
– Commercial real estate is starting to see signs of recovery based on lease activity in places like New York City 

Further, it took 3.5 years from the start of the Great Recession in 2008 to really see the recovery gain traction (mid 2011).  We are now 3.5 years from the onset of the damage from the Covid19 pandemic and the start of the economic issues that followed.  

As such, we are expecting a strong second half of 2023 for capital raise activity and for the economy in general as we clear the final hurdles of economic damage from the 2020-2022 timeframe.

Questions about executing a Reg A+, Reg CF or Reg D offering?  Call us today to discuss! (720) 586-8610

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.