Reg A+ and the Secondary Market

December 8, 2022

Reg A+ is an effective way for companies to raise additional capital - did you know it could also provide potential liquidity to existing shareholders?

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Benefits of Reg A+

Raising capital through Reg A+ has many benefits for both the company and its investors. For the company, it allows them to raise additional capital without going through the time-consuming and expensive process of a traditional initial public offering. It also allows them to offer their shares to a broader pool of potential investors, including retail investors who may not have been able to participate in a traditional IPO or other forms of capital raising that are limited to accredited investors.

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Additionally, many founders are surprised to learn that issued Reg A+ shares are tradeable for most retail investors who aren’t insiders or affiliated with the issuer. But what exactly does that mean?

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Reg A+ Liquidity

For Reg A+ investors, whether shares can be sold will depend on several factors:

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Is the issuing company listed on an exchange? If so investors will have access to a market for the secondary sale of shares.
If a company is not listed on an exchange, liquidity may be limited. A series of securities and state rules determine when and how these securities may be traded. Investors should speak to their licensed broker-dealer or counsel about their ability to sell Reg A+ shares.
Is the investor a company affiliate? Affiliates who want to sell their Reg A+ securities may only do so in compliance with Rule 144 . This includes limits on the amount of shares that can be sold at any one time and requires a series of filings about the company and the broker-dealer handling the sale. Affiliates will need the assistance of a license broker-dealer to assist with the sale process.
How many shares have been sold in the secondary market? Secondary sales at the time of Regulation A+ offering and in the 12 months following may not exceed 30% of the aggregate offering price .

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Conclusion

Reg A+ regulatory framework, allows companies to tap into a wider pool of potential investors and generate more interest in their business, while at the same time, offering investors the potential for earlier liquidity. Investors interested in potentially selling their shares on the secondary market should contact their broker-dealer about restrictions which may or may not apply.

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Monogram Case Study - DealMaker (Embed)

When VCs said no, Monogram turned to retail investors. That decision powered their rise from startup to publicly traded company—and even helped them raise an additional $13M privately after their Nasdaq debut.

The Challenge: Raising Capital on Their Terms

The Challenge: Raising on Their Terms

Monogram Technologies was founded with a bold vision: to revolutionize orthopedic surgery with a robotic joint replacement system using custom 3D-printed joints. The market for this technology is massive—approximately $19.6 billion, with over 1 million knee replacements per year. But it's a capital-intensive, regulation-heavy space—and traditional VCs weren't biting.

Instead of compromising, co-founders Dr. Doug Unis and Ben Sexson went all-in on a different path: retail capital. Why?

Control and ownership: Not only were they able to raise the capital they needed to grow the business—they did it on their own terms.
Long-term asset: They wanted to build an army of true believers who wanted to see the company succeed and would continue to reinvest over the years.
A value-add network: Raising from retail allowed Monogram to amass a waiting list of thousands of patients eager to participate in future trials.
Aligned incentives: Their mission to improve patient outcomes and build a better future for those struggling with joint pain resonated with retail investors.

The Power of Retail: Monogram's Capital Journey

Start Date	End Date	Type	Platform	Amount Raised	# Investors
3/13/19	3/31/20	A+	SeedInvest	$14,588,668	6,000
11/16/20	1/16/21	A+	StartEngine	$2,965,501	8,000
1/17/21	2/18/22	A+	StartEngine	$23,647,853	14,082
7/15/22	3/16/23	CF	DealMaker	$4,673,000	2,249
3/1/23	4/8/23	A+	Republic	$232,275	120
3/1/23	5/23/23	A+	DealMaker	$15,958,364	5,198
5/18/23	-	Nasdaq listing
7/24	10/24	Unit Offering	DealMaker	$12,990,103	2,745

Monogram Capital Raise Timeline

Monogram's first direct-to-investor raise was a $14.6M round in 2019. Since then, Monogram has raised retail capital six additional times, using Reg A+ as a springboard to a Nasdaq listing in 2023.

Each raise brought in new believers—and more importantly, kept bringing them back. That's the long-term power of retail capital. It's not just one campaign—it's a compounding asset that grows with the business.

$80M+

Raised across seven campaigns

~40,000

Investors championing Monogram's vision

20%

Of each raise came from previous investors

Marketing Excellence

DealMaker Reach provided strategic investor acquisition services, helping Monogram connect with the right audience through high-impact channels.

Premium Publications

Targeted campaigns in premium publications like Morning Brew captured qualified investors

High-Engagement Webinars

Engaging events that generated over $4.3 million in investments

Community Building

Strategic approaches that fostered a loyal shareholder base

Investment Momentum

Innovative approaches that amplified investment momentum

Monogram's Journey to Success

Monogram's journey has been defined by relentless innovation, strategic fundraising, and breakthrough advancements in robotic-assisted joint replacement. From early-stage research to a Nasdaq listing and beyond, Monogram's milestones reflect its evolution into a pioneering force in orthopedic surgery:

Filed its first patent application in 2017
Conducted clinical studies at UCLA and University of Nebraska
Expanded the team with key hires
Attracted a top-tier advisory board to guide clinical innovations
Signed their first distribution partnerships
Made headlines with cutting-edge live demonstrations
Secured 501(k) FDA clearance for the mBôs surgical system

Nasdaq Debut & Beyond

In May 2023, Monogram Orthopaedics successfully listed on the Nasdaq—a significant milestone offering liquidity and growth opportunities for the company.

For most companies, that would be the end of their story in the private markets. But for Monogram, it was just the beginning of a new chapter.

Public perception says you can't raise privately post-IPO. Monogram proved that wrong.

Defying conventional fundraising norms, Monogram raised an additional $13 million from private investors, powered by DealMaker. This move highlighted the power of a dedicated investor community and provided additional strategic growth capital. Meanwhile, strategic digital marketing for the private offering helped boost the public share price—a win-win for the company and its investors, both public and private.

This was retail capital at its best: strategic, repeatable, and aligned.

One vision. Zero compromises.

This wasn't a one-time raise. It was a multi-year capital strategy.

Retail capital helped Monogram:

Go from concept to commercialization without relying on VCs
Retain ownership and control in a high-burn industry
Build a base of loyal shareholders who invested not once, but over and over again
Uplist to the Nasdaq, and still keep raising post-IPO

This is what makes retail capital different. It doesn't expire—it compounds. And DealMaker is built to maximize that long-term value.

Ready to Raise Capital on Your Terms?

Whether you're pre-revenue or post-IPO, DealMaker gives you the infrastructure, support, and strategy to raise from the people who believe in you most.

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