“The New IPO - An Issuer Public Offering" by Gene Massey, CEO of MediaShares; Blaine McLaughlin,...
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The New IPO: An Issuer Public Offering Regulation A+
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Transcript of “The New IPO - An Issuer Public Offering" by Gene Massey, CEO of MediaShares; Blaine McLaughlin,...
The New IPO: An Issuer Public OfferingRegulation A+
Issuer Public OfferingNo underwriter – issuer self-markets its shares
Can still have a “sponsoring broker” that supports full compliance
Sponsoring broker provides “best effort” but no guarantee
Syndication is still possible
Regulation A+ “Issuer Public Offering” replaces old “Direct Public Offering”
Key Advantages of Reg A+Blue Sky exemption
Ability to test the waters before going to market
Less expensive than a traditional IPO
Sales to non-accredited investors
Can issue equity debt, or convertible debt
Continuous offering –movie example:◦ $4mil- offers to directors and stars
◦ $10mil for production
◦ $10mil for advertising & marketing
Next: Assemble teamMost experts will give a free consultation before you start.
Marketing company
Securities attorney
Transfer agent
Registered broker
Accountant
Expert legal representation is paramount
Marketing missteps can kill an offering
Transfer agent is mandated by SEC for all Regulation A+ offerings - ensures federal and state recordkeeping compliance
Testing the WatersUse a marketing campaign to gauge interest
(Disclaimers required: no sales, no firm commitments to purchase, indicate interest only)
1. Marketing company creates the issuer’s story
2. Issuer’s attorney approves of marketing materials
3. Marketing company launches TTW campaign
4. Issuer proceeds with offering if marketing campaign is successful
506C – Can be concurrent with TTW under Reg A+ and issuer can actually sell pre-IPO shares (accredited only)
Marketing Strategies◦ Television◦ Radio◦ Newspapers and magazines◦ Street corner◦ Pitch groups ◦ Internet (emails, ads, SEO)
The Internet is one of the most efficient means of marketing any offering, but all are now legal.
The Internet is also the best means for verification, document delivery, and compliance with SEC rules.
The Vision: CrowdFinanced IPOTrue “CrowdFinancing”: Raise money from fans, followers & supporters
Sell shares directly in small increments to non-accredited investors
Create massive online communities of interactive shareholders
Data gathered from share purchasers is very valuable
No interference with institutional investments
How it worksMediaShares licenses its U.S. patented business method and software to issuers:
1. A transaction method for “the crowd” to quickly, easily and cheaply buy stock, even in small increments
2. A method for the issuer to market the offering cost-effectively
3. Issuer can initiate the stock purchase transaction on their own website page
How it works • Part of the MediaShares license. Enables Internet share
sales• Simple web-page form to buy stock on an Issuer’s website• Required documents are delivered electronically by broker• QwikShares eliminates pre-funding of brokerage account• Stock is purchased through an ACH checking account debit,
credit card, or other electronic payment
Get free consultations. Then “test the waters”
Assemble team:
Hire broker, attorney, auditor, & stock transfer agent
Issue shares Move shares to broker
Create stock purchase web page
Use API to connect web page to broker
File for 506C, sell shares to accredited
Complete PCAOB standards audit
File 1-A, take interest from non-accredited
with disclaimer
Continue marketing, following Reg A+ rules
SEC declares offering qualified
Sales begin through brokerage, offer can
continue - up to $50 MM per year
Start to finish
Contact:
Gene Massey
MediaShares CEO
310-871-3668
Contact:
Kara Kennedy
ClearTrust Executive Director
813-235-4490
