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.

tZERO Market
SOLUTIONS

Our Services

Through our personalized model, companies can design an offering that meets their strategic goals and needs. Our services include:

Paths to Raise Capital

tZERO supports companies’ funding rounds throughout their corporate lifecycles from the first financing round to the last, including private placements (Reg D and Reg A/A+). Companies have the option to raise capital through a traditional offering structure or through innovative methods. For those that are interested in going public, we can introduce you to the New York Stock Exchange (NYSE).Learn More

Companies can have tZERO host both primary issuance and secondary trading markets on their website with their own branding and style to establish a streamlined user experience powered by tZERO. Learn More

Companies can fractionalize securities and/or use blockchain technology for equity, tokens, smart contracts, and NFTs.Learn More

Companies can work with their preferred partners, such as investment banks/placement agents and legal counsel, or utilize tZERO’s recommendations for those services. tZERO can integrate with third-party platforms in the management and processing of investor activity or any escrow or paying agent.

Companies are able to access and market to tZERO’s existing investor network. In addition, companies seeking to verify their investors as accredited investors or conduct other types of investor diligence can opt to work with VerifyInvestor.com, a leading accredited investor verification service provider. Learn More

Companies can accept cryptocurrency as a form of funding during the capital raise process.

After the raise concludes, companies seeking to provide investors, shareholders, and employees with access to liquidity are able to select a liquidity solution from tZERO’s diverse set of private company and private fund services, including continuous, secondary trading, auctions, and block trades.

STAYING PRIVATE

Paths to Raising Capital

tZERO supports a number of paths to raising capital.

Reg A+
Key Facts
  • Raise up to $75M annually
  • Tier 1: $20M max
  • Tier 2: $75M max with investor
    limitations based on income/net worth
  • Shares can be freely traded
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.

Tier 1: Companies are able to raise $20 million in any 12-month period from the general public.

Tier 2: Companies can raise $75 million in any 12-month period. To participate, investors either have to be accredited investors or are limited in how much they can invest, which is no more than 10% of their annual income or net worth.

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
  • Raise up to $75M annually
  • Rule 506(c): Accredited investors only
  • Rule 506(b): Accredited investors &
    up to 35 other sophisticated investors
  • 1-year resale restriction of shares
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:

Rule 506(c): Companies are able to raise an unlimited amount of money from verified accredited investors with the ability to broadly solicit and generally advertise the offering.

Rule 506(b): Companies can raise unlimited capital from an unlimited number of accredited investors and up to 35 other sophisticated investors. The company cannot use general solicitation or advertising to market the securities.

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.

SERVICES

Where We Fit In

tZERO offers services and solutions to help achieve your
capital requirement goals.

Secondary Trading Solutions
We offer a number of paths to liquidity following the lock-up period.
Learn More
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 or fractionalized. Additionally, we can issue tokens or NFTs to new and existing investors.
Learn More
White Label Solution
Our technology solution enables companies to host their offering on their own website giving them the power to customize and brand their online investment platform and offering landing page.
Learn More
Broker-Dealer Services
tZERO’s wholly owned broker-dealers have licenses in 53 U.S. states and territories to offer primary issuance services as the broker-dealer of record.
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.
Learn More
Third-Party Support
We can integrate with third-party platforms in the management and processing of investor activity or any escrow or paying agent.
Legal & Compliance
We follow strict FINRA and SEC compliance protocols, conducting securities reviews, and following 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 splitting up the ownership of an asset so that a larger number of investors can participate in an investment opportunity by purchasing fractions of an asset.

Example: If a private equity investment has a minimum unit cost of $250,000, the company could sell fractional shares at $5,000 to democratize access to the investment opportunity and increase the potential number of investors.
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.

Securely 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 - Access a larger pool of investors, which were previously exclusive to a small set of investors.

Monetization Opportunities - Easily monetize your asset.

Effortlessly 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, which is permissible today, 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 instantaneous and can be automated.

Instant Settlement - Settlement of securities is near-instant.

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

YOUR OFFERING POWERED BY TZERO

White Label Solution

tZERO’s technology solution enables companies to host their offering on their own website giving them the power to customize and brand the offering to create a seamless, personalized user experience.

Why Powered by tZERO

1
Experienced Intermediary

tZERO works with companies to create innovative solutions and products. We also design and manage their marketplaces to help them achieve their strategic goals.

2
Backed by Financial Institutions

With the New York Stock Exchange/Intercontinental Exchange as a significant investor, tZERO brings world-class technology, security, brand trust, and compliance capabilities.

3
Leader In Blockchain Innovation

tZERO is a pioneer in deploying tokenized assets at scale and operates a leading SEC-regulated trading platform for digital securities.

4
Strong Technology Offering

tZERO has established a comprehensive technology offering that has integrated with blockchains, transfer agents, broker-dealers, and other service providers.

5
Regulation-First Approach

tZERO is a leading, digitally capable, regulated technology provider and marketplace. As we operate in a highly regulated environment, we have pursued the appropriate regulatory licenses for the activities we engage in. We are committed to the issuance and trading of securities, including digital assets, in a fully compliant manner with the evolving regulations.

Get In Touch
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.

tZERO raise investors
tZERO verify Investor
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?

1
Simple & Efficient

Companies provide the emails of the investors they would like to verify, and investors fill out a simple questionnaire, making a few certifications and uploading supporting documentation. Investors can initiate verifications for themselves as well. Most users will spend less than five minutes completing the process.

2
Trusted & Reliable

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. VerifyInvestor.com helps companies increase their compliance and cost savings through its investor due diligence services, which can be custom-tailored.

3
Secure & Confidential

All accredited investor verification reviews are conducted by licensed attorneys who are bound by professional ethical codes and duties of confidentiality through VerifyInvestor.com's proven and secure technology systems. Investors even have the option to hide their personally identifiable information so that even the reviewers will not see it. For custom verifications, special pools of reviewers can be curated.

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.

How It Works

Step 1: Order & Create
  • Order a verification from our existing library of verification products or create your own. In addition to its flagship accredited investor verification product (Rule 506(c) as well as Rule 506(b)), VerifyInvestor.com supports a variety of diligence services, such as AML/KYC, certified true copy, qualified purchaser, qualified clients, and custom verifications.
  • For custom verifications, create the verification by uploading the questionnaire to VerifyInvestor.com. Optionally, convert your questionnaire into an easy step-by-step guided online form. Using VerifyInvestor.com’s custom verification online wizard, quickly create, use or edit your accredited investor questionnaire. You can even set your own reviewing standards and develop your own reviewer pool. You have the option to set your own deliverables, whether it's just a simple affirmation or a detailed verification letter delivered by qualified reviewers, such as licensed attorneys.
Step 2: Verify
  • Investors or others undergoing verification provide the necessary information and documentation for review.
  • The review task is picked up by our system and directed to the appropriate reviewer who then conducts the review and provides a final review result. If more information is needed, the reviewer will prompt for more information.

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 we VerifyInvestor.com comes in.

Learn More