COME CHECK OUT THE TUSCANY NATIONAL OFFERING. LEARN MORE.

PRIMARY MARKETS

Raise Capital for Your Company on Your Terms

tZERO can help your company raise capital on your terms through a variety of offering structures. We offer tailored services and solutions to best position your unique offering.

COME CHECK OUT THE TUSCANY NATIONAL OFFERING. LEARN MORE.

THE tZERO ADVANTAGE

What Sets Us Apart

Companies can design an offering that meets their strategic goals and needs. Our services include:

tZERO enables companies to raise capital by means of three primary offering types: Reg D, Reg A+, and Reg CF.

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STAYING PRIVATE

Paths to Raising Capital

tZERO supports a number of paths to raising capital

Reg A+

Key Facts

Overview

Regulation A+ allows U.S. or Canadian-based companies to offer and sell securities to the public, but with more limited disclosure requirements than what is required for publicly reporting companies. Regulation A+ allows companies to raise money under two different tiers.

Companies that pursue a Regulation A+ offering are required to file an offering statement on Form 1-A with the SEC, which includes the offering circular and other disclosure about the offering, as well as two years of audited financial statements. Companies relying on Tier 1 do not have ongoing reporting obligations other than a final report on the status of the offering. Companies relying on Tier 2 do have ongoing reporting obligations, including annual, semi-annual, current, and exit reports.

Reg D

Key Facts

Overview

Regulation D under the Securities Act provides various exemptions from the registration requirements, enabling companies to offer and sell their securities without having to register the offering with the SEC. tZERO supports two of these exemptions:

After 90 days, the shares can be resold among accredited investors. The shares are able to be freely resold following a 1-year lockup to retail and accredited investors.

Reg CF

Key Facts

Overview

Regulation CF allows U.S.-based companies to offer and sell securities to the public, but with more limited initial and ongoing disclosure requirements than what is required for publicly reporting companies.

SERVICES

Where We Fit In

tZERO offers services and solutions that help private companies raise money and enjoy the benefits of secondary market liquidity.

Secondary Trading Solutions

We offer a number of paths to secondary liquidity.

Tokenization/ Fractionalization/ Blockchain Enhancements

We enable companies to raise capital through a traditional offering structure or through innovative methods such as tokenization on the blockchain / fractionalization. Additionally, we can digitize existing investors and trade prior capital raises.

White Label Solutions

Our technology solutions enable companies to host an offering on their website allowing for consistent branding of the landing page and online investment process.

Broker-Dealer Services

tZERO’s wholly-owned broker- dealers have licenses in 53 U.S. states and territories and can serve as broker-dealer of record and/or placement agent for primary raises.

Investor Access & Verification

We provide access to our investor network as well as our broker-dealer subscriber network, which includes over 70,000 accredited investors. We also provide investor accreditation and other diligence services through our subsidiary, VerifyInvestor.com.

Third-Party Support

We can evaluate integrations with third-party management and investor activity platforms.

Legal & Compliance

We follow strict FINRA and SEC compliance protocols, conduct securities reviews, and follow general best practices.

Customer Communications Review

If required, we can provide recommendations to ensure your securities offering solicitation and advertising follow applicable regulations.

Advisory Services

Our experienced team provides guidance to support companies’ funding efforts before, during, and after issuance.

INNOVATIVE TECHNOLOGY

Tokenization, Fractionalization, &
Blockchain Enhancements

tZERO’s proprietary technology can fractionalize and/or tokenize a company’s capital raise or existing capital structure, including new or existing funds and illiquid assets.

What's the Difference?

Fractionalization

Fractionalization refers to the process of dividing a high-value asset into smaller, tradable units, allowing multiple investors to own fractions of the same asset. 

For example, a work of art worth $10MM can be fractionalized into a million shares at $10/share. Any asset can be fractionalized and doing so allows the asset owner to appreciate the following benefits:

Fractionalize your asset to democratize access

Fractionalization makes assets more divestible and tradeable. Fractionalization extends beyond equities to assets, such as real estate, funds, art, film, and more, fundamentally changing how we invest in these assets. It opens up access to illiquid assets that were previously reserved for the wealthy, ultimately expanding the opportunity to own.

Benefits:

Price Discovery - Identify the market value of your asset.

Enhanced Liquidity - Boost liquidity by dividing your asset into multiple shares.

Democratized Access - By fractionalizing an asset to a lower price point than possible without fractionalization, the asset can attract attention
from investors who might otherwise not be able or qualified to participate in a high-priced, high-risk purchase.

Monetization Opportunities - Monetize your asset.

Tokenization

Tokenization, also called digitization, is the process of adding digital elements to an asset through smart contract technology that is visible on the blockchain.
Example: If a real estate developer tokenized a portion of the equity in its property, the creation of the issuance, the recording of the transaction, the transfers of securities, and the recording of shareholder information all occur digitally on the blockchain.

Tokenize your securities in a regulatory-compliant manner

Tokenization is a process that utilizes innovative technology to add a digital element to a security. This can be in the form of immutable ownership records visible on a blockchain, or by creating a security solely issued on a blockchain with built-in rules known as a smart contract that governs all aspects of the blockchain.

Benefits:

Increased Transparency - Cap table transparency for both companies and investors.

Streamlined Back Office Processes - Reduces costly manual back-office processes.

Greater Customizability - Issuers can customize their offerings through smart contract technology: restrict investor type & location, grant/withhold voting rights, etc.

Automated Corporate Actions - Investor reporting, distribution, and corporate transactions (i.e. dividend payments, stock splits) are automated.

Instant Settlement - Settlement of securities is instant.

Regulatory Compliance - Smart contract technology allows for regulatory and legal requirements to be programmed into the set of rules governing the blockchain.

GAIN EXPOSURE TO YOUR RAISE

Investor Access

We provide access to our ecosystem of high-net-worth and retail investors, which includes a network of over 70,000 accredited investors, as well as our broker-dealer subscriber network.

VerifyInvestor.com, a tZERO company, is a leading accredited investor verification service provider. Its mission is to simplify and streamline investor diligence for both companies and their investors. VerifyInvestor.com provides a fast, easy, and cost-effective method of compliance for companies seeking to verify their investors as accredited investors. VerifyInvestor.com also provides other diligence services, such as AML/KYC, certified true copy, qualified purchaser, qualified clients, and custom verifications.

Why do nearly 70,000 investors choose VerifyInvestor.com?

Helping companies comply with their legal obligations while protecting investors' confidential information

VerifyInvestor.com meets the federal requirement of taking the appropriate “reasonable steps” to verify accredited investors and securely manage their confidential information - safe from unauthorized and prying eyes. Verify Investor helps companies increase their compliance and cost savings through its investor due diligence services, which can be custom tailored.

Investor Accreditation Verification

Federal laws require that certain companies raising money through private placement capital raises where they generally solicit to verify that their investors are accredited investors. A simple questionnaire is not enough. Companies must take further steps to prove their investors are accredited investors with potentially serious consequences for failing to do so. VerifyInvestor.com, a tZERO company, is a leading provider of accredited investor verifications.

That is where VerifyInvestor.com comes in.