February 2017

Reg A+ Road to NYSE

Tycon Partners Providing Pathways to General Public Growth Capital™

Click to Play NYSE Video© Tycon Partners

BackgroundOn April 5, 2012, President Obama signed a landmark piece of bi-partisan legislation called The JOBS Act into law. The JOBS Act greatly expanded entrepreneurs’ access to capital, allowing them to publicly advertise their capital raises. Initially, private companies could only fund from accredited investors, the wealthiest 3% of Americans. On June 19, 2015, three years after the JOBS Act was signed into law, Title IV (Regulation A+) of the JOBS Act went into effect. For the first time, Title IV allows private companies to raise money from all Americans, the other 97%.

What is Regulation A+ (“Reg A+”)

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Why Reg A+ Is Perfect for Your CompanyThe key difference between Reg A + and other more traditional offerings are that companies raising funds under Reg A+ can accept investments from the general public, both accredited (3% of potential investors) and non-accredited investors (97% of potential investors with household investable assets estimated to be $13 Trillion).

REG A+ VC, Private Equity or Private PlacementFounders keep control Founders may lose control

All Investors Accredited Investors OnlyFounders can sell some shares Founders do not get to sell shares

Founders choose who is on Board Founders may give up Board seatsHigher public company valuation Lower private company valuation

Less dilution More dilutionPublic Stock to use as Capital No public stock to use as Capital

Use public stock to do acquisitions/Mkt No public stock to do acquisitions/MktCreate employee stock option plan No public (liquid) stock options

Short timeframe for liquidity Possibly a very long timeframe for liquidityCompany Sets Min. & Max. Investment Typically higher minimum Investment

Raise up to $50m Every 12 Months Requires Several Rounds of Funding© Tycon Partners

What Reg A+ Provides For Your Company

Raise Up To $50 Million every 12 months with General Public (Non-Accredited Investors)Have Capital to Fund GrowthRetain Control of CompanyLower Costs & Shorter Time-frame for OfferingHave Less SEC Reporting Requirements• Create Higher ValuationCreate Public Stock CurrencyIncrease Shareholder Value

Provides a pathway to NYSE through the NYSE MKT

JOBS Act Title IV Regulation A+

“DPO” - Direct Public Offering

Listed on the NYSE MKT Path to NYSE

NYSE MKT has Minimum Requirements Including:

Stockholder Equity $4m Fully Reporting

Direct Public Offering “IPO LITE”

Reg A+ allows Your Company (Issuer) to file the Offering Statement, to raise up to $50 million (Tier 2). Once the SEC “Qualifies” the Offering you are allowed to use investor funds as they come in. Once the Company declares the Offering “Effective” the Offering is closed to investment & then public trading begins on the NYSE MKT.

What Reg A+ Provides Your Company

Your Company Can Raise $50M Every 12 Months

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Implementation Direct Public Offering

“DPO” To

NYSE MKT Through

General Public Funding

Reg A+ Title IV of the

JOBS Act

Tycon will assist Your Company with

Business Plan, Structuring Branding,

Marketing & Business

Development, Corporate Finance

Plan & Strategy

STAGE 1

GETTING READY

Tycon will assist Your Company

with presentations & Strategies to publicize Your

Company & Reg A+ offering to the general public.

STAGE 2

MARKETING REG A+

STRATEGYTycon will assist Your Company with all filings,

financial reports, investor

presentations and documentation.

STAGE 3

FILING WITH THE SEC

Once offer is qualified by SEC, Tycon will assist Your Company in coordinating the stock symbol &

Market Makers to start the trading of

the stock

STAGE 4

CONDUCTING THE

OFFERINGTycon will assist

Your Company with ongoing SEC

reporting, obtaining additional market

makers, press releases, marketing

and investor communications.

STAGE 5

FILING ONGOING REPORTS

Your Company Reg A+ Implementation Plan

© Tycon Partners

© Tycon Partners

Company Website

Invest Now

Investor Questionnaire (2 Questions), Account Opening, AML, Accept Funds All Compliance & Regulatory Functions & Reports Funds in Company Account

Clearing Firm, Transfer Agent, Investor’s Brokerage Account

SEC Reg A+ Offering Qualified

Reg A+ Process

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Investor Video

Stock Trading NYSE

Electronically or Placement

Agent

$

$$$$

$

$

$

General Public Marketing

12%

26%

40%

32%

43% 43%53% 54% 56% 52%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

▪ NYSE share of Tech IPOs has increased >5x since introduction of new listing standard

▪ With >50+% market share since 2012, the NYSE has become the preferred platform for U.S. listed Technology IPOs

Select NYSE Healthcare and Tech IPO Listings

5 18 2 6 25 19 23 30 32 16

Select NYSE MKT Healthcare and Tech Listings

GROWTH IPO’S

Reg A+ Works When Marketed Correctly

$2.5 Million in 1st

24 Hours!

Tycon Brings C-Level Specialists and Top Industry Resources To The Table for Your Company

MillennialExhibitionsYour Company

Tycon’s Team of C-Level Professionals

© Tycon Partners

President, C0-Founder, C-Level Advisory Capital Markets & Business Development

CEO, C-Level Advisory Capital Markets & Business Development

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CLICK FOR FULL BIOS

We Look Forward to Working With You!

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Join Us On The Floor Of The Exchange

Glenn Bierman gbierman@TyconPartners.com Natalie DeMarco ndemarco@TyconPartners.com

212 960-3075 NYC / 305 998-7090 Miami www.TyconPartners.com